Smallville: X-men
by Geor-sama
Summary: All Clark Kent has ever wanted is to be normal. Unfortunately, he has powers and abilities far beyond those of mortal men, and his latest one has shown just how dangerous his randomly appearing abilities can be. Fortunately, his mom has an old friend who works at the Xavier Institute for Gifted Children and enrollment is always open.
1. Chapter 0: Author Notes

_**:**_

 _ **:**_

 _ **Smallville: X-Men**_  
By  
Geor-sama  
 _ **:Preface:  
(AKA The Massive Author's Note)**_

* * *

 _ **Disclaimer**_ (Which doesn't really protect me from anything, while taking up precious space, so this is the only time it'll appear) I own none of these characters, very few of the story elements and make no monetary profit from this. All characters, Marvel, DC, or otherwise, belong to their respective owners and their numerous lawyers and I make no claim on them. Also, I have no desire to fight a court case, so if you happen to belong to one of these massive entities that would squash me like a bug, please ask and the story will disappear without any further hassle.

* * *

 **Summary:**

All Clark Kent has ever wanted was to be just like everybody else. Unfortunately, he has powers and abilities far beyond those of mortal men...and his latest one has all but underlined just how dangerous his randomly appearing abilities can be. Fortunately, his mom Martha Kent has an old friend who works at the Xavier Institute for Gifted Children and enrollment is always open.

* * *

Welcome to _'Smallville: X-Men'_.

To start, briefly, this is a crossover between Marvel and DC Comics - whose jumping off point will stem directly from 'X-Men: Evolution' and 'Smallville'. More specifically this starts during Season 1 of 'Evolution', after 'Rogue Recruit' and almost directly after the episode 'Heat' of Season 2 in Smallville. That being said, while I will probably keep roughly to the 'Evolution' story line (especially in the beginning as things have yet to diverge) Smallville's story line will see the most dramatic departure.

Once I get past Season 2, I doubt that I will use any of the plots (and I use that term loosely) from Smallville, though I may do a take on an episode or plot device. While I lost interest in the show after Season 2, there were some ideas/episodes that stood out and were enjoyable though they were few and far between. Also, fair warning, I am far more familiar with DC than Marvel. This has nothing to do with the comics or movies, but more with the fact that DC has Superman and I am a huge Superman fan (and that's an understatement according to some people I know).

That being said, I will try to do my best to balance the show, and keep Clark/Superman (and other DC characters) from overshadowing the story.

* * *

 **:Updates:**

For those that don't know, this fic came about because of me trying to break through my writers block. As such, I will probably be updating this fic most frequently (I have several chapters written, I just need to edit them) at least until I can bring myself to focus on my other fics. At which point I will probably begin to alternate between which fic I update.

As for the date of the update - the 10th of every month is my goal.

I know this will probably put some of you off, but it's the best I can do so I don't just blow through all the chapters I have written and do a poor job editing them.

* * *

 **Alien Languages**

Obviously there will be some alien language and I figured I would address the one we will encounter first and most frequently: Kryptonian.

As any writer knows, there are problems when dealing with alien languages and when you can only use text to display your alien language, you have to get creative. I should warn you, I love languages, and I will go into insane amounts of detailed research and development even if it'll never see the light of day. That being said, while I might ramble slightly I have tried to keep it to a bare minimum.

Also, something to keep in mind: Character POV will affect how I render language. For example, if two Kryptonians are speaking their language then it will be rendered as English (as Mr. Cavell did in 'Shogun'). If on the other hand its someone unfamiliar with the language listening to those two speak Kryptonese it would be depicted as that language. If it's someone that only knows bits and pieces involved in the scene then it will be rendered in such a way as to reflect that fact.

 _-:Kryptonian Language:-_

When I first started considering a Superman/Marvel crossover I went hunting to see what details were already established for this language and was pleasantly surprised to find the unbelievable awesome site Kryptonian,info. It really goes into the language and offers an extremely well researched and detailed walk through of the language (in all of its various forms from over the decades). Thankfully I was able to reign myself in and avoided trying to copy all of the rules verbatim, which would be impossible since each version of the language has its own rules that they abide by.

Anyway, I originally thought about using the awesome Kryptonian font available from the above mentioned site, but FF doesn't support it...so then I thought about doing it something like this: ":|\ ':.|" but decided that I would save us all the headache. (Note this may appear at some future point for another alien language but probably not). So, after further thought I decided to 'Romanize' the language which is the process of taking foreign languages and spelling their words using Latin/English letters, the most widely known example being the Japanese rōmaji.

Which still left me uncertain of how to develop this alien language, but I finally decided to derive my version of Kryptonese from Hebrew, which I think is fitting considering the origins of Superman. After I made this decision, next came the development of the Sentence Structure, and I decided not to veer too far from the languages root in Hebrew, and thus decided to use the VSO (Verb-Subject-Object) while English, in contrast, is SVO (Subject-Verb-Object). As for punctuation, well, I decided to use the standard practices for the most part.

As for the 'written language' it will be described in vague terms, as written Kryptonese (or at least the popular version) is an 'Ideograph' (the technical term is logogram) system. For the curious, an logogram represents ideas directly rather than words. Meaning that each symbol stands for an idea/concept (A prime example of this is the El Family crest which represents the concept of 'Hope'), some may even stand for whole phrases such as 'Catch more fly's with honey than vinegar'.

For a more in depth discussion of this topic (despite my fascination, I know most of you have probably fallen asleep or skipped this) I refer you back to that site from earlier.

 **-:Others/Misc:-**

Any other alien languages that pop will be discussed briefly in the chapters they appear. Once I finish this series, I'll move such discussions to this section.

* * *

 **Pairings** : My policy is please don't demand/beg. You may ask, but I may or may not respond or go in that direction, as like everyone else I have my OTP/Preferred pairings, even during a crossover/merging. However, if a pairing is important enough to make you stop reading an otherwise (hopefully) enjoyable story then I respect your choice, and wish you the best.

* * *

 _::Final Thoughts::_

Any further thoughts/issues I need to address, I will in relevant chapters, but generally I'm going to try to avoid cluttering my stories with needless Author Note's. I know some people, like myself, prefer to download and read them off line like books (I tend to save in Epub and read them in the Nook app) and it can be somewhat distracting to have extra thoughts cluttering up the space between chapters.

Thank you all for reading... _Excelsior_!

Geor-sama


	2. Chapter 1: Leaving the Farm - Pt 1

:

:

Jonathan Kent possessed many praise worthy qualities most notable being a loving husband and father, but like everyone he also possessed several less than admirable qualities chief among them being his distrust of anyone he did not know well. But neither of these traits were what most people would talk about when they spoke of Jonathan Kent, instead they spoke of a singular quality that not only straddled the line, but also made it hard for even his wife Martha to keep from getting aggravated with him.

If Jonathan Kent possessed a singular chief sin or virtue, it would be his self-reliance – though some might call it pure pride.

While he normally had no problem with this facet of his personality, as in his view it had long been an essential quality any successful small farmer, he did occasionally experience misgivings about it. Most usually when he inadvertently upset Martha or more commonly when his son Clark displayed his own streak of self-reliance most usually in relation to his powers. The latest example being when Clark developed heat vision while dealing with Lex Luthor's would be (murderous) wife, Desirée Atkins.

Now, Clark did not try to hide his newly developing powers from either of his parents, but he had also not sought their help in controlling them. If they had allowed it, Clark would have handled the whole situation on his own.

"He'll be fine Jonathan."

Turning away from the kitchen window where he had been staring at the barn in absent thought, he smiled reflexively at his wife. Martha Kent smiled back, luring him away from the window and to a seat beside her at the kitchen table.

"I know, but still...I'm worried about him."

"Of course you are. So am I, anyone would be given everything that's happened." Martha said, taking his hand. "But imagine what it must be like for Clark right now. Not only did he recently have an extremely dangerous power kick in, but it's also one tied to his sex drive."

"That's just being doubly cruel. But at least he learned to use it without having to get turned on."

"Okay, let's not talk about that." Martha said suddenly looking highly uncomfortable.

"Honey, what's wrong?"

Martha shook her head while covering her eyes with her other hand. "I just realized we were talking about our son and sex."

Jonathan responded the only way he, like any father, could - by having an uncontrollable fit of laughter. In response to this Martha, like any wife, let go of her husband's hand and swatted him upside the head while hissing his name in irritation. Jonathan mock cringed, holding his hands up in half-hearted surrender.

"Sorry, sorry...but still...that was good."

"Jonathan Kent, don't you dare mock me for not wanting to talk about our son and the poor girl he's going to end up ruining."

"Ruining?"

"He's a Kent man," Martha quipped with a sly grin of her own. "Once you've had a Kent, nothing else will do."

Jonathan stared at her for a moment and then broke into another fit of helpless laughter, joined this time by an equally amused Martha.

"Jonathan," Martha said as the humor faded. "We need to talk. About Clark."

"Martha-"

"Don't you Martha me! We can't keep doing this. We had a hard enough time when he just had super-strength, speed and invulnerability...but now he's got X-ray vision and some kind of heat vision." Martha said, fixing him with a hard gaze. "Jonathan, our boy, our _**son**_ can literally incinerate anything with a glance. Do you realize just how close he came to hurting or even killing his class not to mention Lana?"

"I know." Jonathan said, looking down, just thinking about the possibilities left him cold. "But we can handle it we just need to be extra careful."

"I'm not sure being 'extra careful' is going to cut it." Martha said. "His powers have always pushed the limits of what we understood of science, but now? His powers are growing **stronger** and he's developing powers that are breaking the rules of physics in ways neither of us can even understand."

"I know, which is why I said we just need-"

"What do we do when he starts flying and lord knows what else?" Martha asked, cutting him off. "Jonathan, do you really think we can cope with new powers showing up at random forever?"

"He'll stop gaining powers eventually." Jonathan said, before standing abruptly and stalking across the kitchen.

A lot of what she said made sense, hell even though Clark had avoided hurting anyone with his heat vision he had still been detained by the police. The only reason Clark had been released without charges had been their longtime standing friendship with Ethan who ran the Sheriff's department. Still, even if it did made sense, it left him wondering why the woman who had insisted they keep Clark would be saying all of this.

Taking a deep breath, Jonathan turned back to face Martha, knowing that she must have had a point to make.

"There's a school, the Xavier Institute-"

"The what?"

"The Xavier Institute for Gifted Children. They help people gain control over their 'gifts'."

"You told them about Clark?! Martha, why would you do that? What if it's actually some of kind of government lab? Do you know the sort of things that would happen to Clark if -"

"Jonathan Joseph Kent, do you think I would risk my son's life like that?" Martha asked in such a dangerously quiet tone that Jonathan almost stopped breathing. Taking his silence as an acknowledgment of his blunder, she continued in that same tone. "I love you Jonathan, I do. But you have this habit of thinking you're the only one that thinks about what's best for Clark, so I suggest you rethink that for the rest of this conversation."

Jonathan nodded, not quite trusting himself to avoid upseting her further.

"As for why I would even consider them, Ororo is working there." Martha said, giving him a flat look at his lack of reaction.

"Wasn't she your roommate in college?" Jonathan asked, trying to picture the other woman.

"Roommate and best-friend, she was also the one that encouraged me to talk to you."

"Ah, right." Jonathan said. "So, uh, how does her working there let you trust this place?"

"Well for one thing, unlike you Jonathan, I actually keep in touch with my friends. Considering the fact that she had powers in college and is currently working at the Xavier Institute, I seriously doubt its connected to the government."

"Wait, what do you mean she has powers?"

"I mean she's like Clark, well not _exactly_ , she seems to control weather but its close enough."

"But how do you know?!" Jonathan half-asked and half-demanded.

"Seriously? We shared a dorm room for four years, it's impossible to live with someone and **not** notice that sort of thing."

"Huh, good point." Jonathan said, deciding to avoid asking why she had never mentioned that before now. "Still, it's a big risk and we don't know for sure, I mean the Institute could still be part of the government."

"Maybe it is, but at this point I think we need to at least consider it." Martha said as her facade of strength cracked to reveal the worried mother beneath. "I love our son, with all my heart and soul. I want him to be happy and healthy, here with us - but I also know we're in over our heads. We have been for a while, but we've stuck it out and we've done okay, but 'okay' isn't good enough anymore. We need to do what's best for Clark, and the only way I can see us really doing that is by getting help from people that specialize in dealing with powers."

Jonathan said nothing, merely closed his eyes, trying to find a reason to argue against it. But Martha had just used the one argument he had yet to find a good counter too.

"Where is this Institute?" He asked at last, opening his eyes.

"Bayville, in New York."

Jonathan let out a sharp breath, fighting against his instinctive urge to continue arguing. Part of him truly believed that Clark would be better off staying here, with them, than going to the other side of the country. But the rest of him knew better, Jonathan knew that if they did keep Clark here, and something tragic happened their son would never recover.

As much as Jonathan wanted to keep Clark on the farm, he needed to do what was best for his son.

"We need to talk to Clark."

* * *

 **Smallville: X-Men**  
Episode 1: Leaving the Farm - Pt. 1  
By Geor-sama

* * *

 _One Week Later..._

* * *

Clark moved in a half-circle while eying the rim of the basket closely before abruptly bursting into a flurry of movements designed to break free of opposing guards, which culminated with a jump shot. A burst of super-speed let him recover the ball before it touched the ground and return to his original position, however, instead of attempting another shot Clark instead opted to take the moment to enjoy the silence that surrounded him.

He loved living on a farm for a variety of reasons, not the least of which being due to the fact that since his nearest neighbor lived a mile or so down the road he did not have to hide or worry about other people seeing his abilities. Sometimes having to constantly hold back drove him nearly insane, but the alternatives - whatever doubts he had possessed before were erased in light of recent history.

Academically he had long been aware of how dangerous he could be to other people, but he had never truly believed it until his heat vision developed. He had nearly killed his friends while sitting in class and then later, Lana...needless to say his nightmares were far more gruesome lately. The whole experience had left him with a dread of losing control, explaining why he had agreed without hesitation when his parents brought up the Xavier Institute.

Shaking off his rather morbid thoughts, Clark returned to wasting time shooting basketball while waiting for the people from the Institute to arrive for his interview.

After another twenty minutes, Clark heard the faint sound of an approaching car and paused in mid-shot to retrieve the recently acquired black-framed glasses from his pocket. Like his earlier colored contacts, they would keep his extremely crystal blue eyes hidden, but Clark still hated the idea of wearing them. Slipping them on, while frowning, he turned to face the drive just as a dark sedan came into view.

A few minutes later the car slowed before coming to a stop and a brown-haired young man about Clark's age and height, wearing dark red sunglasses, got out of the driver's side. The other teen scanned his surroundings briefly, pausing as he looked at Clark, and then adjusting his sunglasses moved to the trunk. A moment later an attractive African-American woman with flowing white hair emerged from the passenger side.

Spotting Clark, she gave him a brilliant smile and approached with confident strides. "Hello, you must be Clark."

"That's me," Clark said matching her smile, offering his hand. "Ororo Monroe?"

"Indeed." Ororo said, shaking his hand and turning gestured to the teenager helping the bald middle-aged man out of the backseat and into the waiting wheelchair. "This is Scott Summers, one of the Institutes oldest students, and the other gentleman is Charles Xavier."

"Hi," Clark said with a nod to each before turning back to her. "I guess we should go inside, huh?"

"I believe that would be best." Xavier said, his tone serious but no less pleasant. "We have much to discuss, and I think it best if we were all comfortable."

Nodding Clark led the way to the house, only to be greeted at the backdoor by his mom.

"Ororo!" Martha said brightly, moving to embrace the other woman "It's been a long time."

"Not that long," Ororo countered with a laugh, stepping back and taking a good look at Martha "You've hardly aged a day, my friend. What is your secret?"

"I live on a farm," Martha responded lightly "we can't afford to get older."

"The price of clean living I suppose." Ororo chuckled, before looking at Jonathan. "You're looking well Jon, have you been keeping Martha out of trouble?"

"I've been trying," Jonathan said, reaching out to shake her hand, and then after a beat of almost-but-not-quite awkward silence, added "Well, come on in."

"I figured we could talk in the living room." Martha said, as Clark helped Scott with the Professor's wheelchair.

Once inside the group headed to the living room, Clark paused in the kitchen aware that his life would soon be irrevocably changed. Logically he knew that he should be used to having his life upended, it had been a constant for as long as he could remember. That did not mean he had to like it, but sadly like always saw only two options: either deny the whole affair or take the situation as it came and make the best of it.

"Does anyone want anything to drink?" Clark asked and upon receiving a chorus of polite no's, moved to join them in the living room.

His parents had taken a seat on the couch while Ororo and Scott took the recliners as Professor Xavier settled himself between the two. Clark in contrast, remained standing, awkwardly aware that not only had they all divided into groups but that nobody seemed sure how to start. He debated briefly about trying, but the sad fact was he was a bit hopeless in social situations with new people.

"You have a lovely home," Ororo finally said, breaking the silence. "Though I do imagine, having a rooster as an alarm must get old fast."

"You get used to it." Martha answered, giving Jonathan a look "Especially, as someone is fond of pointing out, there is no convenient snooze button."

"If I may ask," Charles interjected politely "How long has your family lived here?"

"My entire life, I'm a farm boy born and bred." Jonathan answered, his tone taking on a hint of pride.

"The Kent's have lived and worked here since 1871." Clark added helpfully, unable to help his own echo of pride. He was proud of his family, even if they were not his birth family, and he loved the farm itself.

"Impressive," Charles said with a genial smile, before he adopted a more serious expression. "Now, I think it best we discuss the situation we find ourselves in sooner rather than later."

"In other words, me." Clark said

All eyes turned to him, but Clark refused to show how much the attention affected him. He had spent his whole life hiding and now they were expecting him to open up about them – and to strangers no less. It did not matter that they supposedly had their own abilities, or that one of them had been friends with his mom in college, the fact remained that he was going to be revealing himself.

"Quite." Professor Xavier said, "I founded the Institute to help those with unique gifts, and you would indeed benefit from attending. Unfortunately, there are issues we must address before we discuss that."

"Such as?" Clark asked with a frown.

"For example, you have powers and yet before now I never detected you with Cerebro."

"Cerebro?" Jonathan asked.

"An invention of mine, which allows me to detect and locate the first manifestation of special gifts, as you can imagine it can be very overwhelming and sometimes even traumatizing when they first appear. Occasionally a few slip through the cracks, but given the sheer rarity of those who possess the necessary genetic markers, it rarely happens."

"You said first manifestation, as in the first time they use their powers?" Jonathan asked and at Professor Xavier's nod shared a look with Martha. "When we adopted him, Clark already had some of his abilities."

"How old was he?"

"Three." Clark said, trying to ignore his irritation at the fact that they had still ended up focusing on his adoption. It almost seemed like nothing in his life could revolve around anything else other than his not being born on Earth.

"Impossible." Scott muttered.

"No, though it is exceedingly rare, as until now I have only encountered one other who shared a comparable age." Charles corrected gently. "Normally powers only develop at the onset of puberty. However, they can be triggered by a traumatic experience of either an emotional or physical nature."

"I wasn't traumatized." Clark said abruptly, bothered by the implication.

"No, I rather believe you weren't." Professor Xavier said, inclining his head fractionally. "I was merely explaining the typical reasons. When it comes to gifts we must keep an open mind."

"You said issues," Martha said breaking the tense silence. "What else is there?"

"My adoption." Clark said with a sudden suspicion.

"Please understand, normally an adoption would be a non-factor. However, your adoption of Clark raised a...red flag so to speak."

"It's legal." Martha said swiftly, her gaze challenging.

"It certainly appeared that way at first, but I do have resources of my own and as I've said, this is an unusual situation." Charles countered firmly, but not unkindly. "I know that prior to 1989, Metropolis United Charities didn't exist and that they were only in business for six months. Yet the most intriguing thing was the fact that in their six months of operations, they only handled one adoption."

"To be honest, that's news to us." Jonathan said. "We're grateful that they were there to help us, but we were focused on Clark and getting our lives settled again."

"Indeed. Yet I must ask if you were aware of the fact that the M.U.C. was founded by a Lionel Luthor?"

Clark stopped breathing, shock washing over him at this revelation. He had spent so long wondering about the details, yet constantly afraid of asking. Yet now they were so easily exposed, and worst they involved Lionel Luthor. Slowly he turned his attention to his parents, wanting and expecting them to deny this, but instead they simply sat there looking defeated.

Anger and frustration surged in Clark, he wanted to shout and badger them to explain everything - but instead he stood and started for the backdoor.

"Clark?" His mom called after him.

"I'll be outside." Clark said without slowing.

For all his anger, Clark remained mindful of his strength and made sure not to slam the door too hard. Once outside he paused, taking a deep breath, trying to settle his emotions. As his anger subsided, questions started to appear - why was Lionel Luthor involved in his adoption? Did Lionel know the truth about him? Why had his parents never told him this before, did they simply not know or was it something else?

Shaking his head, Clark let out an explosive breath, trying to clear his mind. He briefly considered going back inside and apologizing, but knew that his emotions remained too volatile. He needed to cool off, otherwise his control might slip and bad things would happen. Still, it chilled Clark to know that someone like Lionel had any connection to his adoption... and how could his parents not tell him!?

Abruptly he shut his eyes, fighting down the sudden surge of heat that welled up within them.

"Damn it."

* * *

As everyone else watched Clark leave, Scott no doubt puzzled by his outburst, Charles instead kept his attention focused on Jonathan and Martha. He noted the way Martha put a hand on Jonathan's knee, subtly indicating that he should give Clark some time alone and filed it away for later. He did not need to be a mind reader to pick up on the fact that the Kent's were a loving and genuine couple, almost the ideal family.

This made Charles regret raising the topic like that but he had been fooled before and when dealing with a being like Clark, not to mention Lionel Luthor's influence, he could take no chances. For the first time in a long time, Charles was thankful for his experience as part of Division X since it had given him his first exposure to an alien mind – even if the encounter with the Chitauri had left him paralyzed. Still now he had to make a decision on whether to continue discussing the adoption or raise the topic of Clark's Extraterrestrial origins.

Ultimately he decided that discussion of Clark's origin could wait until after Scott left especially as it would involved revealing his involvement in classified missions while 'part' of the government.

"I'm sorry about that," Martha said, interrupting his thoughts. "Clark's always been a frustrated about not knowing where he came from and we've kept putting off talking about his adoption."

"No, it's perfectly understandable. If anyone should apologize, it should be me. While your adoption raised a red flag I should have been more sensitive about the issue."

 _{Professor, should I go with Clark? I mean that is why you brought me right?}_ Scott asked telepathically.

 _{In a moment, allow him a chance to cool off and for us to discover how forthcoming the Kent's wish to be concerning the details involving their adoption of Clark.}_

"We should have told him," Jonathan said softly, focusing on his now clasped hands, and with a deep breath continued. "Alright, Professor Xavier, the truth is I asked for a favor from the devil so that I could keep my son. In return, as you might expect, he wanted something from me that I would otherwise refuse to do."

"You faked an adoption." Ororo said, her tone slightly chastising.

"We had been trying to have a child for _**years**_ ," Martha explained, her voice breaking slightly "and then suddenly there Clark was, all alone, helpless. He was - it was as if God sent him to us. He was the only good thing that came out of that horrible day and we couldn't just give him up, but it wasn't like we could just say we found him."

"What of his family?"

"If he has any they aren't from around here." Jonathan countered with a hint of hostility, glaring at Ororo, and then reaching out placed a reassuring hand on his wife's shoulder before adding. "Trust me, I brought up that point to Martha, but she was stubborn about it and ultimately she was right. We found each other for a reason."

"What did Lionel want you to do?" Charles asked, frowning.

"He had a deal with the Ross's, but they were trying to back out. In exchange for the adoption papers he required that I talked them into going through with the deal."

"So you used Lionel's offer to do what you otherwise couldn't."

"Yes."

"But why?" Ororo asked voice laced with frustration. "Martha, Jonathan, what would make you agree to such a thing? You had other options. You could have turned him over to the state and then adopted him legally. Why the need for this?"

"Ororo-"

"Please, before we go any further there are things I should explain." Charles said, interrupting Martha before turning to address Scott. "I think now would be a suitable moment to speak with Clark."

"Yes Professor."

Lacing his fingers together as Scott left, Charles observed the those left. Jonathan and Martha seemed highly anxious while Ororo appeared only mildly curious. It almost made him smile, but Charles knew that doing so would not set the Kent's at ease, so he retained his serious look.

"Before you answer Ororo's question, I feel it best that I explain some pertinent details first. In the early 1960s, during the height of the Cold War when the world teetered on the brink of a nuclear war, the United States established a special division of the CIA codenamed Division-X to deal with the more 'unusual' situations. Among those recruited was both me and Erik Lehnsherr, my best friend at the time."

"You work for the government." Jonathan said with a dangerous edge to his voice.

"I did in the past, yes." Charles said calmly, ignoring the fury building in the other man's eyes. "At the time it seemed the best option, the world came far closer to nuclear war that the history books would lead one to believe. Does it truly surprise you that the government possess knowledge of those with extraordinary abilities?"

Neither Kent answered, though Charles could sense them reevaluating their opinions.

"I should also mention that while they are aware of our unique abilities, the government also has no interest in experimenting on us. Not only because it is unethical and illegal, but also because while I am sure there are some in the government who would and have overlooked those facts, they rest are not so stupid."

"What do you mean?" Martha asked.

"Because once word got out that the government was experimenting on mutants, there would be another civil war, one that would dwarf all others in its intensity. Despite the deterrents the government possesses, there are mutants capable of destruction on a scale that no bomb or weapon could equal."

"So it's a cold war?" Jonathan asked.

"Not quite, it is more of a quite understanding as neither side wishes such a confrontation." Charles said lips quirking into a smile. "At least, that is the excuse the majority uses to keep the tiny, but dangerous, extreme elements in check. The majority of those who are aware of our existence think that provided we don't rock the boat, we should be treated like any other citizen and taxed like them as well."

Charles allowed Jonathan and Martha a few minutes to absorb the information, before continuing.

"Now, before we were sidetracked, I was explaining my involvement in Division-X. The most pertinent information is that during one of my last missions as part of the division, I encountered a being not of this Earth called a Chitauri."

"Charles, when you say not of this Earth..." Ororo started, trailing off at the end in uncertainty.

"I mean an extraterrestrial." Charles confirmed, noting the shock blossoming on the faces of Jonathan and Martha. "I have encountered only one alien in my lifetime. Though I could not read its mind, I am somewhat familiar with the feel of an alien psyche."

"What-" Martha started, only to stop as Jonathan had grabbed her hand tightly. She considered her husband a long moment before continuing defiantly. "What was this Chitauri like?"

"I assure you, the Chitauri was nothing like Clark." Charles said. "Physically it resembled a bipedal reptile though it could shape shift. Personality wise it would have been right at home Nazi Germany."

Ororo gasped softly, and Charles fell silent, deciding that he had said enough.

"Martha...is that why, I mean, is Clark?"

"He's our son." Jonathan said fiercely before giving Charles a furious glare. "You want to know the truth so damn much, fine. The day of the meteor shower changed everything. I'm not just talking about how the meteors nearly wiped out the town, or killed a lot our friends. I'm talking about the fact that after it flipped our truck we found Clark, naked and alone among all that devastation, with only his spaceship."

Jonathan might have said more, it was clear that he was angry with Charles, but Martha place a hand on his shoulder stilling him.

"I'm not sure why I decided we had to keep him, but something just told me we did." Martha said. "But when Ethan, Deputy Miller, came round to check up on us after he found our truck and found out we had Clark. We didn't have an explanation, not really, and I just blurted the first thing that occurred to me."

"Oh Martha," Ororo murmured softly, before frowning. "Why would Lionel Luthor help you though?"

"It's complicated." Jonathan said tiredly. "Our truck had been wrecked and we were stuck in the field with Clark and his ship, so I went looking for help. I couldn't find any, which in hindsight seems only natural considering how badly Smallville had been hit. Eventually I found a pickup, a flatbed for hauling hay...I loaded the ship, got Martha and Clark inside and we were headed home."

"But we didn't get far before Lionel suddenly ran into the road and flagged us down." Martha said.

"I nearly hit him." Jonathan said before getting up and moving to the stare absently out a window.

"It was his son, Lex. The boy was, I don't know, but Lionel was in shock. Jonathan had to carry the boy back to the truck - We, we managed to get him to the hospital. Lex was ok, and Lionel insisted that if we ever needed anything that all we had to do was ask."

"So you asked him to help with the adoption." Ororo said.

"He did, of course. A point of pride for him, always keeping his word." Jonathan said tone disgusted as he turned to face them. "But Lionel Luthor is a manipulative monster and I should have known better than ask him for anything. When he came by with the adoption papers and after he thanked me for helping Lex, that's when he asked me to help convince the Ross's to sell. I tried to refuse, but he 'warned' me about letting the Department of Family Welfare find out about the adoption."

"So you convinced the Ross's to sell." Charles summarized sadly.

"I helped the Luthor's get a foothold in this community. The smokestacks, the toxic dumping, all the people who were cheated, including the family of our son's best friend. None of that would've happened if it weren't for me!"

For a moment the only sound was the ticking of a clock.

"So there you go. That's my big secret. I made a deal with the devil so I could keep my son." Jonathan said furiously, his gaze shifting between Charles and Ororo.

"You are a good man who was in a poor situation with no other options, hardly the greatest of sins." Charles said with deep sympathy, knowing that he had no other choice but to accept Clark. He could not leave Clark unprotected from Lionel Luthor; if the man ever realized what Clark was the world would be doomed.

"Now what?" Martha asked, moving to Jonathan's side and taking his hand.

"Now, we talk about Clark attending the Institute." Charles said. "However, before we call Scott and Clark back, I am curious about one last thing."

"What?"

"How exactly did you figure out that my Institute was designed to help 'gifted' individuals?"

"Yes, I have been wondering that as well." Ororo said, frowning slightly "Due to the nature of the Institute, we are extremely private."

In response, Jonathan and Martha shared a ghost of a smile, before she explained.

"I made an educated guess. I knew that Oro had powers –"

"You did?" Ororo asked, clearly shocked at the announcement.

"It's like I told Jonathan, it's impossible to live with someone and not notice that kind of thing."

"But how?"

"Well, over time little things started piling up and I began to suspect. Then in our sophomore year there was a Tornado, and it mysteriously turned away from the school..."

"You knew better?"

"Everyone else called it a freak occurrence, but I've never seen a tornado freeze in place before making a 90 degree right turn. It also didn't hurt that I saw you sneaking out of the shelter right before it happened. After that I paid closer attention and eventually saw you using your powers."

"I – I had no idea that you knew. If I had..."

"I thought about bringing it up, but I figured that you were keeping them quiet for a reason and I just, I didn't want to corner you."

"So you knew of her powers and thus when she came to work for me you made an educated guess." Charles said, sounding a little amused.

"Well, her powers plus the fact that Ororo is an Intellectual Property Law major. So Occam's razor, either she changed majors and never told her best-friend or she had a job that involved children who were like her."

"I must say that you are an impressive and very insightful woman." Charles said in amusement.

"You have no idea." Jonathan said, kissing her cheek.

"And yet I had to practically lock you both in a closet to get you to start dating."

Charles could only laugh, not only at Ororo's dry comment, but the disgruntled look on the faces of Martha and Jonathan.

* * *

Scott was rarely so thankful to remain out of a conversation, as he was when Professor Xavier dismissed him from talking with the Kent's. Some of his relief stemmed from the fact that Scott was a male and like most males, he did not like dealing with emotional situations, but the rest of it came from his personal experience. After the plane crash and the loss of his family, Scott had temporarily become a ward of the state, at least until his powers manifested and the Professor took him in.

Ironically, while that should make Scott ideally suited for connecting with Clark it instead left Scott even more uneasy. Perhaps if he did not have a tendency to let Jean to deal with the emotional drama they encountered that would not be the case. Somehow, though, Jean was simply the perfect choice; not that it had done much good when they tried to recruit Rogue -

Shaking his thoughts off before they could slip into self-doubt, Scott instead focused on Clark and wondered what exactly he should say. Normally he allowed the person they were visiting start the conversation, new mutants always had questions about their powers or the institute. Clark though, did not appear particularly interested in asking such questions; rather the other teen seemed to be treating this whole situation as a foregone conclusion.

Frowning Scott decided that was as good an icebreaker as he was going to get.

"You know," Scott said as Clark took a jump shot. "I have to ask. Aren't you the least bit curious about the Institute or us?"

"You have no idea," Clark said, moving to catch the rebounding basketball. Turning he glanced at Scott, with an intensity that was almost frightening. "I've spent most of my life actually looking for others like me, wanting to know who and what I am, where I come from. Then I got to meet a few and suddenly my interest started to wane."

"Bad experiences I take it." Scott said in understanding, there was no doubt that if he had met Lance or Toad before Jean or the Professor, he would be standoffish as well.

"You could say that," Clark said, "The first guy I met, Jeremy Creek had the ability to manipulate electricity. But he was also out for...revenge I guess is the best word for it."

"What happened?"

"There's a Homecoming tradition in Smallville," Clark answered, taking another shot and retrieving the ball once more. "Every year the senior football players pick a male freshman, who they then take into the cornfields and strip down to his underwear. Then they paint a red S on his chest and tie him to a cross as a scarecrow – Jeremy was the scarecrow during the meteor shower, he spent twelve years in a coma and when he woke up, he went after the people that did that to him."

"My god," Scott muttered, and he thought Duncan and his cronies were bad. "So how does it involve you?"

"Last year I was the scarecrow," Clark admitted, his voice suddenly tight. "Jeremy had already killed everyone that did it to him, and when he learned about what happened to me-"

"He decided to take care of the people that did it to you." Scott guessed.

"Not just them, he was going to kill everyone at the homecoming dance." Clark explained, turning to face Scott "I had to stop him, even if I understood...and he decided that made me a valid target as well."

"Man that sucks."

"He was just the first," Clark said heavily, shaking his head. "It seems like everyone I met that has any kind of 'gift' ends up psychotic."

"Power corrupts." Scott said, understanding all too well about mutants drunk on their own superiority. The story was the same, only the names changed, and each time it only served to depress Scott even more. Shaking his thoughts off yet again, he focused on Clark who seemed to be studying him "But it's funny, if what your saying is true you should be more eager to go someplace with mutants that aren't psychotic. But you don't really seem interested in going."

"That's because I'm not." Clark admitted, tossing the ball aside casually. "For all the problems that are here, I honestly would rather not go. My family is here, all of my friends are here...my entire life is here."

"Then _why_ are you?" Scott asked trying to figure out the emerging enigma that Clark Kent was becoming.

"Because it's not about what **I** want, but what's best for everyone else." Clark answered, unconsciously reaching up to adjust the black-framed glasses he wore. "When my heat vision came in, I was sitting in the middle of class. I nearly burned the school down, I could have hurt a lot of people...could have killed them. Without meaning to, just because I was there and my eyes decided that it was time for me to start unleashing heat beams."

"I..." Scott paused, struck by how similar that was to his own event. "When mine started I was at school too, between classes and I didn't so much burn it down as cave it in."

"So it's not heat?"

"My eyes produce a concentrated beam of concussive force," Scott answered, turning to spot a discarded tractor tire and lowering his sunglasses unleashed a quick optic blast launching it into the air before it crashed to the ground ten feet away. Satisfied, he readjusted his glasses adding, "Unfortunately, outside of closing my eyes, only lenses made of ruby quartz can contain the energy."

"That sucks." Clark said after a moment, echoing Scott from earlier. Turning away, he stared off into the distance "I'm constantly worried about losing control of my powers and each time a new one turns up, it only gets worse."

"I understand." Scott said, while at the same time hiding his surprise at the use of the words 'powers' and 'new one'. Then again, the professor did say that Clark was unusually powerful for a mutant, so it should not be so surprising. "Most of us all have similar fears, and then there are - sometimes our gifts cause a...physical change."

"Physical change?"

"Oh yeah," Scott said with a nod "A friend of mine, Kurt Wagner, he can teleport and stick to walls...great guy, real funny. But for whatever reason his powers left him with a tail, and covered in blue fur."

"Huh." Clark said, clearly trying to picture it.

"When we first met he was...painfully shy about pretty much everything." Scott added, then reaching up touched his sunglasses. "As for me, Professor Xavier found me shortly after my powers first manifested. He raised me, so I'm far more comfortable discussing them than most others - but I get that same fear Clark. I even got a taste of it at a football game recently, my glasses got knocked off and I literally lost control of my powers."

"Oh." Clark said his look one of genuine sympathy.

"I was lucky that Jean was there," Scott added, his mouth twitching into a grin as he thought about her. "That's really what the institutes about you know? All of us being there and helping each other out."

"Sounds nice." Clark admitted, the scratched the back of his head. "So, what about uh, Jean?"

"Jean?" Scott echoed, his grin growing "She's amazing, MVP of the girls soccer team _**and**_ shoe-in for Valedictorian. She's also unbelievably kind, I mean sometimes a little too nice, but she's amazing."

"Uhm, actually I meant what can she do?" Clark asked with a grin of his own.

"Oh, uh," Scott stammered, realizing his mistake and with a cough tried to redirect attention to her powers. "Jean's a powerful telepath and telekinetic."

"Wow," Clark said with a low whistle before adding, "So, how long have you had a crush on her?"

"What?" Scott asked, his cheeks flushing at the question. "No, it's not like that. She's my best-friend."

"Mhm," Clark said, his grin not diminishing "So, I take it there are other students?"

"Yes," Scott answered a little irritated with the fact that Clark had managed to get under his skin like that. "But if you want to know what the others at the Institute can do, you'll just have to wait until you get there."

At that Clark shrugged, leaving them both standing there in silence, at least until Scott asked another question.

"So," Scott said. "What exactly is your other power - since you've pretty much made it clear that you have more than one?"

"Sorry, not used to talking about this," Clark said sheepishly, rubbing the back of his neck. "I mean, I've spent so long being careful and not talking about them."

"It's ok." Scott said with reassurance, then when Clark remained silent sighed heavily "Well?"

"Ok, ok." Clark answered, sounding somewhat nervous, before taking a steadying breath. "Besides my heat vision, I have X-ray vision, super-speed, super-strength and invulnerability."

"Uhm," Scott said, looking at Clark with incredulity. He had never heard of a mutant having so many powers and then his mind latched onto one super power in particular. "X-ray vision?"

"Yeah," Clark said with a drawn out breath "It's exactly what you're thinking."

There was a beat of silence at that.

"So you ever..."

"Once or twice." Clark answered swiftly, as if knowing exactly what Scott was about to ask, adding hastily with a flushed face that belied his words "by accident."

"Right." Scott said, chuckling but wishing he had not asked. However, how could he not, that sort of power demanded he ask, it was an unwritten rule. Still, Scott changed the topic before they both grew too uncomfortable "So, uh Super-strength and invulnerability. What are we talking here?"

"I got hit by a Porsche going 193 MPH, knocked into the river 20 feet below the bridge I was on, and the only sign I was hit were my wet clothes." Clark answered dryly. "As for strength, by age 10 I could bench-press our tractor and my pa's truck at the same time, and my powers are getting stronger."

"Right," Scott said faintly, struggling to keep from freaking out. "And uh, the super-speed?"

"We stopped trying to keep track once I started keeping pace with pa's hunting rifle." Clark said, and then as if sensing Scott's look hastily added, "He didn't shoot _at_ me, I just raced them."

"That's got to be fast."

"It's a standard .22 riffle, so about 800 mph...I don't really go that fast though." Clark admitted with another sheepish grin "My shirts tend to get shredded from the wind..."

"Yeah, the girls will love **that**." Scott said laughing, thinking of how much torment Kitty was going to give Clark. "So how fast _do_ you normally run?"

"Not much faster than a car, so maybe 80 or 90, depends on in how big a hurry I'm in."

Scott could only whistle at that, flabbergasted at such power - Clark was easily the most powerful mutant he had ever met or heard of.

"Oh and uh," Clark added in a forced casual tone, "I think I might be able to fly."


	3. Episode 2: Saying Goodbye - Pt 2

**:**

 **:  
Smallville: X-men**  
Episode 2: Saying Goodbye - Pt. 2  
By Geor-sama

* * *

Adding a last handful of books to the others inside the large travel case resting on the couch, Clark paused. The loft had been his private sanctuary for so long that seemed strange to see it so empty. The only thing he had yet to pack was the telescope, but it would soon join the rest of his luggage.

Turning away, he zipped his travel case shut and sighed as uncertainty crept over him again. The decision to attend the Institute remained the right one, but doubt still gnawed at him at times. But his doubt gave way to the memory's of a burning classroom and Lana's screams .

Resolve hardened once more, Clark carried the bag to the others. He might not want to go, but to keep those he loved save he had no other choice. Though he hoped to avoid the conflict between the Brotherhood and the X-men.

Of course, thanks to his own experience, he knew better. People like the Brotherhood dragged you into their conflict no matter how hard you tried to avoid it. Worse, the more you tried to stay out of it, the more determined they became to involve you.

Shoulders slumping, Clark sighed.

"Having second thoughts already?"

Grinning Clark turned as his best-friend Pete bound up the last three stairs.

"You know me," Clark said ."Over analyzing everything."

"Yeah, well, I forgive you. Man, this place looks so alien without all your books."

"I know." Clark agreed, somewhat amused at Pete's choice of word.

"So, you're really leaving." Pete said pausing next to the couch. "I never thought I'd see the day you know?"

"I know," Clark said. "But you guys threw me that going away party last night, so now, I'm sorta obligated I think."

"Ha. Ha." Pete said, rolling his eyes, before turning serious. "Have you and Lana talked yet?"

"No, she's been avoiding me since I told her about the scholarship." Clark answered, not hiding his disappointment or annoyance.

"Yeah, I noticed her glaring at you last night." Pete said with a faint chuckle.

"I'm shocked, I was pretty sure you spent all last night fawning over Melissa."

"Please, she was the one all over me." Pete said, then smiled as he added. "We have a date later this week."

"That's great. Just try not to copy any of your brothers moves."

"Yeah, no problem there, I want a second date." Pete said before turning serious. "So, you said you wanted to tell me something last night."

Clark nodded, now unsure if he should go through with what he had planed. It had seemed like such a good idea last night, but now he just...

"I hope its not to admit that you've been spying on Lana all these years with your telescope." Pete said, laughing. "Because Clark, I hate to be the bearer of bad news, but me and Chloe have known that for years."

"What? I don't spy on her!" Clark protested, which only made Pete laugh even harder. He glared a this friend until the laughter finally tapered off.

"Relax Clark, we know you don't actually spy on her. You're too much of a boyscout."

"You say that like it's a bad thing."

"So, if it's not that, what do you need to talk about?" Pete asked. "You made it sound serious."

"I - Pete, you know your my best friend and that you always will be right?"

"Yeah.".

"You're sure?" Clark repeated, nervous and refusing to meet his friends gaze. This went against a lifetime of caution and habit, his parents were going to be furious.

"Clark," Pete said in a voice equal mixes of worried and exasperated "You are my brother. I mean, I'm obviously the good looking one, but out of all my brothers, you're the only one I actually like."

"Good."

"So now will you tell me why we had to have this 'Lifetime-Movie-of-the-week' moment?"

"The thing is," Clark started but faltered, but gathered his nerve and tried again. "Pete, what if you learned something... something big. Important. I mean a huge life altering secret – and it's something that someone has been hiding from you for years."

"Clark," Pete said with surprising calm. "I don't know what you think you know, but I haven't kept anything like that from you."

"What?" Clark asked in surprise, before shaking his head "No, Pete, I'm not talking about you."

"Oh."

"Look, I need you to promise me that you listen to everything I have to say before you do or say thing ok?"

"Ok." Pete said, crossing his arms.

"Thanks." Clark said, unsure how to continue before deciding to follow his dad's example. "The thing is... my parent's, my real parents weren't exactly from around here."

"So where are they from, Topeka?"

"No, I mean..." Clark fumbled for a moment before gesturing at the telescope. "Do you ever wonder why I'm always watching the stars?"

"Because this is Smallville and you live on a farm." Pete deadpanned and at Clark's level look, blinked in sudden realization before he broke into a hysterical fit of laughter.

Clark remained silent, unmoved, letting Pete wear himself out.

"Oh man Clark. You had me going there for a minute." Pete said as he caught his breath. "I mean, seriously. You as an alien, that'd explain so much."

"Pete."

"No. Nu uh, no. There's no way you're from outer space man."

Clark stared at Pete in patient silence, much as his dad had at the beginning of Clark's freshman year.

"Please." Pete scoffed, a note of uncertainty creeping into his voice.

"Pete, I'm not joking."

"Where's your spaceship then? Buried in a field somewhere?"

"Actually, we used to keep it in the storm cellar." Clark said, trying to joke through the awkwardness. "There's no telling where it ended up after the tornado's."

A beat of silence passed.

"You're serious." Pete said, and at Clark's reluctant nod, shook his head in disbelief. "So you're some sort of... what? Martian?"

"I don't think so." Clark said, optimistic at how well things seemed to be going. Of course, Pete could still be in shock, but there was no going back now. "I don't know where I came from, I don't think they ever backtracked the meteor shower."

"So, you're from...you're an alien?"

"Yes." Clark said, flinching at the distrust in Pete's tone. "I grew up here, in Smallville. But I wasn't born here, like I said, we don't know where I came from. Just that I arrived on the day of the meteor shower."

"Wow." Pete whispered, staring at Clark for several long minutes. "Uh, so do you have, you know, like in the movies how some of them have...you know..."

"Powers." Clark said, earning a sheepish nod from Pete. "Yes, I do. I mean, I can't do a mind meld or anything...but I have powers."

"Really?"

Clark considered how to respond to that and decided that a demonstration would be best. With a blur of speed Clark retrieved a crowbar from the workbench below.

"What, wait, how did you-" Pete rambled, staring from the metal bar to Clark and then back.

"Sorry." Clark said with some embarrassment, realizing that it must have looked like the crowbar just appeared in his hands. "I wanted to give a demonstration...so I ran downstairs."

"Are kidding me? That was...just holy crap..."

"Yeah." Clark said, then holding the crowbar up to draw his attention, Clark snapped it in half before wielding it back together with his heat vision.

"Holy shit!" Pete shouted, almost tripping as he stumbled back in shock.

"There are others...but we can talk about them later."

"Others. Right. Later." Pete said, finally collapsing onto the couch.

"Pete-"

"You know, I sort of knew...well about the powers." Pete said while staring at his hands. "I mean, you'd miss the bus almost every day and still get to school ahead of use and those bursts of strength. I just brushed them off..."

After a few moment of watching Pete, Clark realized that he had went a little too far with his demonstration. With an unnoticed smile, Clark decided to return the crowbar to the work bench so Pete could recover. Pete had yet to move when he returned and so Clark stood in the corner, growing ever more nervous as the silence grew.

Finally, Pete mumbled something.

"What?"

"I asked," Pete said, glaring at Clark. "Why didn't you ever tell me?"

"I wanted to. There wasn't a day I didn't want to tell you."

"But you never did."

"I almost told you when we were eight." Clark said in a soft tone. "But my parents told it was too dangerous for anyone else to know."

"What about when we got older? I mean we're in high school! Didn't you think you could trust me?"

"What – of course…Pete, I didn't not tell you because I didn't trust you." Clark protested, then taking a breath to collect his thoughts, continued. "Pete, I would trust you with my life. Actually, I am trusting you with my life."

"Then why?" Pete asked, and beneath the anger, Clark could hear the hurt.

"I was afraid." Clark said quietly. "I knew how angry you'd be with me for keeping it secret, but that wasn't why...I..."

"What then?

"I was afraid of the way you'd look at me, of the way you'd react when you learned I was an alien." Clark said, running a hand through his hair. "I'm not human Pete. I look it, but I'm not. And I just - I know your family, but my greatest fear is that when people find out, they'll treat me like a monster."

"So you never told me, because you were a scardy cat?" Pete asked, trying to take the sting out of his words with a joke.

"Well, that and..." Clark paused, studying his friend for a moment. "I also couldn't put you in that kind of danger."

"What danger?"

"When we were kids I didn't understand why my parents were so frightened of anyone finding out about me. But then as I got older, and started reading history and looking online for people like me, I figured it out."

"And?"

"Think about the cold war, how far did the Soviet Union go to 'level the field' with the United States?"

"So..."

"So imagine how far our government or others would go to get a hold of me. Worse, imagine what someone like Lionel Luthor would do to 'level the field'. Do you think any of them would care about the methods they went about getting a hold of me? Can you tell me that you believe for one minute that they would care who they had to hurt to control me?"

Pete said nothing, but from his expression, Clark could tell he realized how serious this was.

"It sucks and I want to hit you, but I understand why you never told me." Pete said after another long stretch of silence. "But now I have to ask, why did you decide to tell me at all?"

"Huh?"

"You're leaving Clark, going hundreds of miles away. So why did you decide to tell me about this now?"

Clark opened his mouth to answer, but stopped.

"Well?"

"There's no one answer." Clark said at last. "But the most important one is that you are my brother. Before I met Chloe or Lex, or fell for Lana you made friends with the weird home schooled kid. We grew up together, we're brothers in everything but blood. If I left without telling you about this, I'd be betraying my family."

"Damn Clark, you could have just said because I wasn't Lex." Pete said, trying to break the tension with humor. "You didn't have to get all emotional on me."

In spite of the joke, Clark see it all the relief, pride and annoyance that Pete felt.

It gave him hope that things were going to be ok between them. Pete was angry of course, but he wasn't going to do something reckless or turn on Clark.

"Hey, this is a big dramatic moment," Clark said with his own humor. "Shouldn't there be a big swelling of emotional music?"

"Yeah," Pete said with a faint grin, before sighing. "So now what?"

A beat.

"Basketball?"

"Basketball." Pete confirmed with a nod.

* * *

 _Antarctica, Unclaimed Territory - 90°W to 150°W..._

Thing were progressing quite well in Magneto's opinion.

Xavier remained occupied with Mystique's brotherhood, leaving him unable to hinder the Acolytes missions. It also left Magneto free to focus on his grandest undertaking. Asteroid M would be the haven from which he and the chosen could guide mutantkind to their bright future.

Of course, things had not been easy even without Xavier's interference. Getting the more mundane equipment and materials had been tricky, if pedestrian. Then there were the classified prototypes that generated atmosphere, gravity, and a stealth field.

Those had taken herculean effort to secure.

But by far, the most challenging part of Asteroid M were the needed calculations. The easiest of these being the velocity and vector needed to insert Asteroid M into a stable orbit. The complexity only rose from there, with a hundred other details complicating things further.

As his latest simulation ended in yet another failure, Magneto swore in disgust. The tiniest flaw in these calculations would invite an ecological disaster of unforeseeable proportions. Which Magneto could not allow, if his people were to inherit the earth then it needed to be able to support them.

Resetting the simulation parameters, Magneto revisited the idea of bringing in an outside consultant. His normal consultant, Mister Sinister, was more geneticist than physicist. Thaddeus Sivana Sr. could have been a viable choice if he did not make the devil appear trustworthy. Then there was A.I.M, the jack of all trades in the black market sciences.

Only they co-opted ideas turning them toward ventures too repugnant for words.

His communication suite hummed to life and he broke off further thought on the subject. Stepping away from the simulator and his notes, Magneto checked the connection. Satisfied that the link was secure he waved his hand prompting the red helmet and omega symbol disappeared, replaced by a familiar figure.

Seeing the short man, Magneto wondered why he continued to wear the brown Ulster coat. Though with his muttonchops, it somehow managed to look dignified.

"Magneto, sir."

"Mastermind. I take it you have something of worth to me?"

"Would I contact you with anything less?" Mastermind asked. "The lead my contact within the Department of Extra Normal Operations provided proved correct. At least to a certain extent."

"Meaning?"

The rumor about the sudden influx of mutants in Belle Reve had been intriguing. Though Magneto had not expected anything to come of it, given that Smallville had been the source of rumors for decades. No different than Roswell or Dunwich, plenty of rumors but little proof.

Still Mastermind's D.E.O source held a high level clearance.

"Maddox was correct about Smallville experiencing an influx of new mutants." Mastermind said. "But, there is a serious problem with them."

"Which is?"

"Every single mutant I've interviewed has been psychotic to some degree, a few to the point of making an angry Sabertooth look rational."

"That is a problem." Magneto said. Provided they could serve the cause of Mutantkind, he had no problem with criminals or those with mental disorders. Still there were limits. "Are any of them of use?"

"One or two, perhaps. It appears that the more powerful their gift the more unstable they become."

"Strange, did Maddox hint as to what might cause such instability?"

"The D.E.O. thinks it's linked to the Meteor rocks, if these were simply human mutates the whole town would full of them. But instead it seems that these rocks 'jump started' their X-genes, but in doing so seems too led to mental issues."

"Do they affect natural mutants?"

"Inclusive."

Magneto resisted the urge to sigh, the rocks could have been of use in his enhancement machines, but he dared not risk it.

"Very well. Is there anything else?"

"Yes. I discovered that in each case that the more unstable ones were stopped by the same person. Clark Kent."

"A natural mutant?" Magneto asked.

"I believe so. To everyone else he appears as little more than a bystander, but thanks to my talents I learned the truth. Not only that, but what is truly remarkable is that it appears as though he possess three gifts."

"Three?!" Magneto shouted in shock.

Only a rare few had more than a singular power, it remained unheard of for any mutant to have more than two. Yet, the more he considered it the less outrageous it seemed. Three gifts were possible, especially if one was an outgrowth of another already present.

"Are you sure?"

"Yes. My skills may lay with illusions, but I am confident in my telepathic gift." Mastermind said. "Clark Kent has displayed super-strength, super-speed and invulnerability."

"I see. Could you influence him, if needed to?" Magneto asked, mind whirling with the possibilities.

"I don't think believe so." Mastermind said his self-satisfied smile fading. "Besides, from what I learned he's been recruited by Xavier."

"Ah, Charles has ensnared yet another young mind." Magneto said his tone doing nothing to hide the fondness he felt. Xavier was one of the best men he knew and also the most idealistic. "Still, we should look into it further."

"I can keep looking into him from this end."

"Good, but before that, forward your notes to Mystique. No point in risking anything that would push him away from our cause."

"Understood."

* * *

 _Smallville, Ks. - Sullivan Residence..._

This time of year always seemed unfair to Chloe. September was full of bright, warm days with only the occasional burst of crisp wind hinting at fall. Even now, toward the end of the month, September refused to give away to the inevitable.

Watching the tree in her backyard sway in the breeze, Chloe thought it more unfair than ever.

Of course, it did not help her mood that Clark would be leaving in the morning. He had been her one constant since moving to Smallville and in less than a day he would be gone. Unfair did not even begin to cover her feelings on the matter.

Some part of Chloe had always thought she and Clark would end up together, that they would have an epic romance. They were best-friends, and while he might not admit it, he did find her attractive. But things never seemed to work out for them...and now she had to try and wrap her mind around Clark being gone.

A Smallville without Clark Kent in it was like a Christmas without presents.

She tried to take comfort in the fact that she still had Pete, that she would not become that isolated weird girl. But still, unfair as it was to think, Pete was not Clark.

Sighing, the normally perky blonde shifted in her seat on the back porch and glowered at the tree.

"So, is the tree a shape shifter?"

Chloe yelped and lunged out of her seat, turning to face her unexpected guest. Clark stood there, hands in the pockets of his red jacket, staring at the tree with a thoughtful frown.

"Clark?" Chloe asked, trying to decide if she was happy or angry at his presence. Jeez, who just snuck up on people like that?

"So?" Clark asked, glancing away from the tree as he reached up to adjust his glasses with a smile. "Meteor mutant, or some government experiment gone horrible wrong?"

"What?" Chloe asked, thrown by not only his question but also the new black framed glasses that he had decided to wear.

Ugh, only Clark could wear something so dorky and still make it hot, so not fair.

"The tree. You were staring at it so hard I figured it had to be a shape shifter."

"Oh." Chloe said as she blushed. Turning away, she focused on the tree, trying to buy some time. "It's just a tree...I hope...cause one Tina was enough."

"Yeah. So, what were you doing staring at the tree?"

"Just thinking," Chloe said, turning back to him. "At least I was before you decided to be all 'ninja Clark' and scare me out of my skin."

"Sorry," Clark said. "I didn't think you'd be that out of it."

"It's ok. So, what brings you all the way out here?"

"I can't visit you?"

"Of course you can," Chloe said with a grin. "But you don't normally come to see me you know."

"I come to see you."

"Yes, you do." Chloe said with a nod. "But never at my house."

"Well, it's..."

"It's ok Clark." Chloe interrupted, touching his shoulder "Really, you're just not the visiting sort."

"Yeah," Clark said, reaching up to squeeze her hand.

For a brief moment, it seemed that everything that had happened between them faded away. At least, until Chloe pulled her hand away and she noticed a flash of something in his eyes. She wanted to talk about it, that look, filled her so many questions, but she did not.

"Chloe?"

"Yes?"

"Do you remember when we were in the forest after the tornado's?" Clark said, meeting her gaze. "When we were looking for my dad?"

"Yes, of course I do Clark." Chloe said, a shiver running through her at the memory. It had not been a good day, her dad had been missing just like Clark's, and Clark had ditched her at the dance.

"I've been thinking about it a lot lately, and what we talked about." Clark said voice nervous.

"I get that." Chloe said, gnawing at her lower lip as she studied his profile. "But we agreed that we're nothing more than really good friends."

There was a pause, filled with a strange sort of anticipation.

"You're destined for big things Chloe." Clark said at last, "I also know that no matter what, we'll always be in each others lives."

"You think so, huh?" Chloe asked with pride, but also realized that they had missed their chance again.

"Oh yeah," Clark said with a grin "Your like a bad Penny, I couldn't get rid of you if I tried."

"Funny, real funny." Chloe countered with a mock pout, wiping furiously at her tears.

"Seriously though," Clark said, pulling her into a hug. "I don't know what I'd do without you... or Pete."

"Spiral into a frenzy of tossing bales of hay and reciting overly-maudlin poems outside Lana's window." Chloe said, hugging him tight.

At least she would have this moment.

* * *

 _Cross Plains, Tx. ...  
_

Jean Grey grimaced as she hurried along the sidewalk, pulling her jacket tighter. A minute later, she huffed in annoyance and paused long enough to pull her red hair into a ponytail. That done, she resumed following the lingering psychic impression of her current target, Logan.

It was hard to follow, and most likely, the older mutant wanted his privacy, but she needed to talk with him.

This had been her first recruitment mission since the debacle with Rogue and they had failed. Again. It hurt worse than she expected, all the silent promises of how she would do better, scattered to the wind.

Jean knew she was taking it harder than she should, but she could not help it. Because, unlike Kitty and Kurt, she and Scott were Professor Xavier's first students. That position carried a lot of expectation and responsibility.

Noticing a blinking crosswalk light ahead, Jean quickened her pace. Sadly she did not make it in time and ended up needing to wait on the light. Setting off once the light changed again, Jean wondered why Logan had to be so difficult.

She thought about making Logan skip around while singing 'I'm a little teapot'.

Jean pushed her amusing daydream aside as she realized that she had found Logan. For a moment Jean, stared at the plain exterior and the battered neon sign saying 'Chasn Tavern'. She sighed, wishing it surprised her that he was in a bar. But she had known him long enough to realize that he was far from being a social person. As a matter of fact he had a tendency to ditch people without a word. Storm complained about it all the time, and even the Professor had his own wry observations.

Gathering her resolve Jean, opened the door and entered.

The interior was low light and smoke filled, with sawdust on the floor and scratchy music in the air. Then there were the stares she received, Jean knew herself to be attractive so it did not surprise her. Still she made it a point of sending out a low grade telepathic command to nudge their attention away from her. As the patrons turned back to their drinks, Jean headed for the bar, grimacing at the tacky-wet floor.

This place was nothing like the dance club she had snuck into with her friends from the soccer team. Of course, it also did not match how she pictured a bar Logan might frequent. Reaching the bar, Jean leaned against the battered counter and stared at the hunched form of Logan. If noticed or cared, he gave no sign content to drink his beer and puff on his cigar.

She considered ranting at him, or using her telekinesis to take his cigar or beer away, but she did not want to fight.

"Can I help you with something Red?" Logan asked at last, tapping his cigar in an ashtray.

"I just..." Jean said, and then stopped, reconsidering her words.

"If this is about earlier, deal with it." Logan grunted. "We got scooped, it happens."

"I know, but, I just...doesn't it bother you?" Jean asked, taking the stool beside him.

"Red, I've been doing this a long time. I might not remember much, but from what I do remember this is not my first dance with this sort of thing."

"So...you're not bothered by this?" Jean asked, frowning in confusion.

"Bothered?" Logan asked, giving her a glare. "Hell yes I'm bothered, I'm downright pissed."

"Well, you're not acting like it!"

"Just because I'm pissed, doesn't mean I'm going to pout or get all worked up over it."

"But how can you not?" Jean asked, irritation leaking into her voice.

"Experience." Logan grunted, and then taking a drink of his beer sighed. "Look, we both know this ain't about me. This is about you and Cyke."

Jean said nothing, surprised that he was so insightful, though maybe she should not be.

"You two are the 'leaders' and this is the first time you got knocked on your asses like this. You're trying to get a handle on it, wondering what the hell you're supposed to do and all sorts of other stupid psychobabble."

"And?" Jean asked when he fell silent.

"There's only one thing you can do Red, and that is get up, dust yourselves off, and try again."

"That's it?" Jean asked, disappointed. She appreciated him trying to help her, but still, that was not what she expected.

"Like a pretty good movie said 'The world ain't all sunshine and rainbows. Life hits harder than anything, and it'll beat you down if you let it. All you can do is take the hits and keep moving forward.'"

Jean remained quiet, pondering what he had said and what it meant for her. She decided he was right, was that not why she had agreed to go on this recruitment trip? It was just harder than she expected and she had lost sight of that for a moment.

"Now, if you're done bothering me go shopping." Logan grumbled. "Hell, you're in a damn bar, have a beer."

Jean's eyes widened in surprise at that and Logan smirked as he motioned the bartender to give him a refill.

* * *

 _Smallville, Ks. - Kent Farm..._

"Hi."

Clark gave a start at the voice and his hands crumpled the edge of the engine casing of the tractor. Panicked he spun around as he stood to face the dark-haired beauty Lana Lang, blocking her view. Not that he should have bothered, Lana had her attention focused on the ground and seemed nervous.

After they both stood there in awkward silence for what seemed like hours, he cleared his throat.

"Lana?"

"I hope I'm not interrupting." Lana said, looking at him, her eyes filled with uncertainty.

"No, of course not." Clark said, thankful that she had not caught him while he had been changing the oil or tire. He mentally cringed picturing Lana walking in as he held the tractor aloft like a beach ball.

"Are you sure?"

"Yeah, I was just...chores, you know, before I leave in the morning."

"Right." Lana said, shifting her weight. "Uh, can we take a walk?"

"Uh...sure, yeah," Clark said, an odd weight settling in his stomach.

As they left the barn, Clark debated about what he should say, but came up blank. He had played out how conversation with Lana would go several times, to the point that he was almost sick of it. But Lana was Lana, he had liked her since the first time he saw her and at least she was finally talking to him.

Lana led the way across the yard in silence heading for a field, where Clark could see Lana's horse waiting. Reaching the fence, they both climbed over and resumed their walk in silence. At last Clark got fed up with the silence and decided to at least try and talk it out.

"So, I thought you were mad me."

"I was." Lana said in a small voice, before shaking her head. "I mean, I understood why you accepted the scholarship. It's a huge opportunity for you and everything. But, I just...the more I thought about it, the more upset I got."

"What?" Clark asked, thrown by that. "Why?"

"That's just it Clark, I was so angry I wasn't even thinking about why I was angry." Lana said, coming to a stop as she took a deep breath. Turning to face him, she continued with fierce determination. "But I finally figured it out and I couldn't let you leave thinking I hated you."

"Ok?" Clark asked, unable to hide his confusion. "So what made you so mad?"

"That's just it Clark, I wasn't mad."

Neither of them said anything else until they reached her horse.

"The thing is, for the all the problems I had with Whitney before he joined the Marines when I learned he was leaving, I went through the same thing." Lana said, turning to face Clark. "But I had...I mean, you were here for me Clark. Part of me actually thought...I got so upset because..."

"Because..." Clark echoed, trying to prompt her to continue.

"Because, I had started to convince myself that you would always be there for me, like in a fairy tale." Lana said at last, giving him a sad look. "That you were my personal white knight, even with all your secrets and disappearing."

"Lana -"

"Clark, it's ok." Lana said, and then after a moment swung herself into the saddle. "The thing is I finally realized I'm too old for fairy tales and white knights."

Lana gave him one last look with a face full of regret and resolve, before she urged her horse into motion.

"Goodbye Lana." Clark whispered when she at last disappeared beyond the horizon.

He stood there for several more minutes, staring after until at last he let out a heavy breath. Turning he made his way back to the barn, caught in a swirl of conflicting thoughts and emotions. Climbing over the fence Clark did his best to push it all aside, but found it hard to dismiss the what-if's and could-have beens.

"Clark? I thought you were working on the tractor?"

Clark blinked, jerked out of his thoughts and focused on his dad who was standing in front of the barn.

"Lana came 'round and wanted to talk."

"Ah," Jonathan said, his face turning sympathetic. "How'd that go?"

"About like I expected." Clark said in a sad tone, prompting his dad to place a reassuring hand on his shoulder.

"I know you wanted things to be different, but you have to do what's right even if the rest of the world never knows. Remember, we don't do things for praise. We do them because their right, and because they need to be done."

"I know pa, I get it." Clark said, before adding with a sigh. "But it still sucks."

"Yeah, yeah, I suppose it does."

"So," Clark said, changing the subject. "Did you need something?"

"Ah, no, not really." Jonathan said. "Just wanted to check up on you, you're normally done with the tractor by now."

"Yeah." Clark said, and then groaned. "It's going to take me a little longer...Lana, startled me..."

"I see." A beat. "Well, don't take too long. Your mom's got a big going away dinner planned and we've got to get up early to make it to the airport on time."

"I won't." Clark said giving his dad a reassuring smile. Jonathan stared at him for a moment, then squeezing his shoulder headed back to the house.

Clark sighed and headed into the barn. Between his heat vision and strength the dents were easy enough to bend back to place. After that it took him no time to finish what he was doing before Lana arrived.

This turned out to be a good thing, no sooner had he finished than another visitor arrived.

"Thought you had a meeting Lex?" Clark asked without turning.

"How did you know it was me?" Lex asked sounding curious.

Turning Clark grinned at his bald friend, and then cast an eye at his dress shoes. "Mud on nine hundred dollar shoes has its own sound."

"You never cease to surprise me." Lex said, grinning.

"Nah, my dad can do it better." Clark said, returning the grin. "So?"

"Postponed." Lex said, holding his hand up to reveal a present. "Besides, I missed your going away party."

"It's ok Lex." Clark said shaking his head, before motioning that they should head up to the loft. "I actually spent most of the day saying goodbye to everyone all over again. It got a bit awkward."

Lex laughed.

"So, are you nervous? I mean, you're moving across the country without your family."

"It's a new experience," Clark said as he and Lex moved to the loft window. "But I'm not nervous. Besides, I look at what happened when you moved here and figure things didn't turn out so bad for you."

"Exception to the rule Clark," Lex quipped, chuckling. "I moved to Smallville and found the one guy I could trust. That's a rare thing to find, especially on the first day in town."

"Maybe," Clark said experiencing a mixture of guilt and wariness. "But I can hope can't I?"

"That's one thing I've always appreciated about you Clark. You never stop dreaming, that's a powerful thing. Dreamers are the ones that change everything."

"I'm just a farm boy from Kansas."

"Einstein worked in the patent office, Ford started out as a watch repairman, and Lincoln ran a small general store." Lex said voice firm. "It doesn't matter where you start Clark, only that you dream big and go after it with everything you have."

"What about you Lex?" Clark asked, chuckling self-consciously. "Are you going to change the world?"

"For now I'm going to change my little corner of it." Lex said before tossing Clark the bundle he had been carrying. "The rest of the world is on my 'to do' list."

Catching the wrapped item, Clark chuckled before turning the gift over in his hands. He could peek of course, but he did not want to ruin the surprise.

"Well, come on. Open it." Lex encouraged with a grin, hands in the pocket of his black overcoat. "I promise it won't bite."

Giving Lex a look of mock suspicion Clark did as directed, undoing the string and letting the brown wrapping fall away to reveal a black leather case. He glanced up at Lex, noted how smug he seemed and then opened the case itself. Inside was a book with a partially faded green cover showing a crude rocket heading toward the moon. Above that, in large diagonal white letters was the title _'From the Earth to the Moon'_.

Clark blinked, staring at the book. "This is...you didn't have..."

"What give you a book?" Lex asked, smirking. "Clark, I figured it would be something you would appreciate, at least more than I would. It always struck me as more of a physics class in narrative form than an adventure. Besides, it was just gathering dust in my library."

"Yeah, but Lex -"

"Ahut! No buts. I know Kent's have trouble accepting gifts from Luthor's, but let's try and overcome that." Lex said, holding a finger up. "This isn't like a truck, I mean yes it's a first edition, but it's more than that."

"Ok," Clark said, looking at the book once more. "Why this book?"

"Honestly?" Lex asked, walking over to join Clark beside the window and stared up at the stars. "Because I never use to look up and wonder. Ever since you saved my life and became my friend, I've found myself looking up and wondering. That book, as dry as I find the writing and as one-dimensional as I think the characters are, is all about looking up and asking 'What-if?'."

"Thanks." Clark said with quite appreciation.

Lex looked at him and they shared a smile.

"What are friends for?"

* * *

 **AN:**

Asteroid M location - Honestly, I did a lot of looking to find out where it was located. I found one source that said the 'Arctic' and the rest just said basically 'space'. One image had what appeared to be icy tundra and an Aurora band, but that did not really help. Both the Arctic and the Antarctic have Aurora. (FYI so does South America, Australia and New Zealand. I did not know that until now.)

So I did some *further* research, looking at both the Arctic and Antarctic...and ultimately decided to use the Antarctic, because it seems to have far less activity going on and plenty of room to operate out of. Besides this is an AU, so things are obviously going to be different.

Update - Yes, I did another update, don't expect double updates every month. I happened to noticed that day was the 10th and since I promised to update on the 10th...I had to.

Anyway, hopefully you enjoyed the chapter.

Geor-sama


	4. Chapter 3: Mutant Crush

**:**

 **:**

 **Smallville: X-Men**  
Episode 3: Mutant Crush  
By Geor-sama

* * *

 _New York City, NY. - John F. Kennedy International Airport..._

Logan hated airports.

Though thanks to missing large parts of his memory he did not know why and could only assume he had a good reason for it. A low growl escaped him at the reminder of his lost past. Heaven help whoever was responsible once he figured out what exactly had happened.

Not that he was missing all his memory's, something's had been ingrained too deep in his mind to erase. His training for one, which had made him so invaluable to SHIELD, and his knowledge of what he was. Not to mention perhaps the most important memory's of all, working with the greatest man he ever knew. The rest of world remembered him as Captain America, part myth and part history. But Logan remembered Steve Rogers different. The kid came from Brooklyn, was humble to a fault, could not stand to see a bully, and made everyone want to be better.

That was the only reason he would not kill whoever was responsible, but as a cartoon once said 'you'd be surprised what you could live through'.

Shaking his head, dismissing the introspective moment, Logan refocused his attention on the incoming flights. The kid's plane remained on time and he let out a breath, Magneto had been drafting off their recruitment list lately and Clark would be a tempting target. Still, the plane was on its final approach so it seemed that Chuck still knew his former friend. Turning his attention to a nearby snack bar, Logan bought a cup of coffee and settled in to wait.

Satisfied that the coffee was bearable, Logan checked his phone for any missed calls. Twenty minutes later people began disembarking, and Logan turned to watch them. Despite the crowd it was impossible to miss the athletically built black-haired teen. The kid looked like the archetype for 'tall, dark, and handsome' even with glasses, but that was not what made him stand out. Clark had a presence to him; a way he carried himself, that seemed to draw your eye without effort.

Striding forward to meet the kid, Logan caught the scents of a farm, but beneath that was another scent. One that was completely alien and somehow familiar.

"Mr. Logan?" Clark asked, offering his hand.

"Yeah." Logan grunted, shaking Clark's hand. "Let's get your stuff."

"Ok." Clark said slowly. "You know, I half-expected Ms. Monroe to be the one to pick me up."

"I drew the short straw. But I think she got the worse end of it, she's got to put up with the Elf and the Half-pint in training today."

"That would be, uh, Kurt and Kitty?"

"Right."

"So, what do you teach at the Institute?" Clark asked, clearly trying to be friendly.

"How many bags you got?"

"Not many. We sent the rest of it by Fed-Ex."

Logan grunted, leading the way to the baggage carousel. He did not like being so curt with the kid, but something about his scent raised his hackles. Not Clark's fault, but Logan had survived this long in one piece by listening to his instincts.

"We've got a three hour ride ahead of us, touch the radio and I will make you walk to the Institute."

"Got it."

* * *

 _Smallville, Ks. - Luthor Mansion..._

"Mr. Luthor?"

In response to the cultured voice, Lex raised a solitary finger silencing further conversation. In the silence that followed, Wagner's magnum opus enveloped him once more. Soon the final crystal like note of 'Dr Ring des Nibelungen' filled the office and left Lex in a sea of dark peace.

He did not remain content for long though, as his guest made a polite noise reminding him of their presence. Opening his eyes, Lex turned off the record player turning his full attention to his guest. Nigel St. John looked every inch the ex-soldier that Lex had expected, so much so that it bordered on cliché.

"Sorry, I don't normally listen to opera during the day. Especially when I'm expecting early appointments."

"No need to apologize sir, the mood struck you." Nigel said. "I have had plenty of meetings with individuals with far more... peculiar habits."

"I'm sure." Lex said with a smirk as he stood and headed for his sidebar. "Would you like some coffee?"

"No, thank you."

"If you're sure." Lex said, selecting a bottle of water turning to study the hawkish security expert. "I have water if you'd prefer that instead."

Nigel shook his head and Lex shrugged, moving back to his desk.

"I do apologize for arriving unannounced, Mr. Luthor. However, given your business proposal I felt it best to meet immediately."

"I appreciate that." Lex said with a vague hand wave as he took a drink. "I was hoping for such a prompt response and you didn't disappoint me."

"I'm pleased to hear that."

"So, what about you?" Lex asked, setting his water down and leaning against the edge of his desk.

"Excuse me?"

"The music, Colonel Nigel St. John, the music." Lex said cheerfully. "You see I've discovered that one's taste in art, or in this case music, can tell you a lot about a person."

"The only piece of Opera I know is 'Ride of the Valykries', from a Bugs Bunny cartoon I saw once while in the States."

"A classic." Lex agreed. "It's one of Wagner's more famous pieces. My father tends to say his work is overrated, but he still listens. I think it's all the betrayal, death and that old world mindset."

"Quite."

"Still, I somehow doubt that a once heard piece of Opera is your favorite music."

"The White Album." Nigel said with a frown.

"Interesting."

"Mr. Luthor, you contacted me in regards to handling your personal security. Now, if you wish to pay me an exorbitant amount of money to stand here and talk about music, I will. But please remember I have a team waiting on me, some of whom would be happy to accept the proposal from the Alchemax Corporation."

"Down to business then." Lex said, pleased to discover that the man was not just a mindless solider.

"Very good." Nigel said. "Your initial request provided a brief summary of what you expected. I would appreciate any further details you could provide."

"As I'm sure you're aware, I have started a tiny dispute with my father. One that is spiraling into a larger mess than I think either of us expected." Lex said, beginning to pace his office. "As a result of this dispute, I have started to think long term."

"A wise decision, given that your father's company has provided your security forces."

"Exactly, it's obvious that if I continue using them, well you can guess."

"Some day you'll wake up with a muzzle in your face."

"I don't think it would be quite that literal, at least not right now, but yes." Lex said, pausing at his desk to take another drink of water and wondered how Nigel kept his suit so perfect.

"I assume you've already secured your personal accounts."

"Oh yes, I took all the usual and brilliant steps that a man in my situation is oft to do." Lex said. "Which is why you're here, you're security firm has the best reputation and that is what I need."

"I'm assuming you require both digital and physical?"

"Not just for myself, I have made friends and business partners here. They will need protection as well, though perhaps of the unnoticed variety."

"I understand, and I can assure you that my people are quite capable of handling such things."

"I wouldn't have contacted you otherwise." Lex said, picking up a classified folder from his desktop. "Now, in the interest of fairness I should tell you that my familial problems are not the sole reason I selected your firm."

"Oh?" Nigel said, frowning.

"I chose your firm primarily because of your background."

"My background?" Nigel asked, his tone growing hard.

"Nigel St. John, former Colonel in her Majesty's Army. Born March 2, 1968 in Cheshire England in the city of Chester. " Lex said reading from the file. "Served as part of the SAS and later the UKSF, mission details redacted of course. Received an honorable discharge and knighted."

"The official records always offer a succinct summary."

"I've always thought so." Lex said, before tossing the folder aside. "But in this case, I think the bits that it left out is more interesting."

Nigel's poker face was suitable impressive.

"Excuse me?"

"My father has many failings, but being his son did ensure that I can spot a cover up a mile away."

"Can you, indeed?"

"I saw your original file, realized it for what it was and did some more digging. You did serve in the SAS, but only until MI-13 recruited you. While there you dealt with 'meta-human' affairs and incidents."

"That is a nice story, but as far as I am aware, there is no such branch of the MI."

"Not officially, no. A distinction that it shares with SHIELD and the D.E.O." Lex conceded with a neutral expression. "But we're both aware that unofficial does not equal 'imaginary '."

"I may or may not have knowledge of such individual's." Nigel said at last, conceding the conversation.

"And that is why I hired your firm." Lex said. "Before coming to Smallville I had never encountered one. But now I seem to encounter a new 'meta-human' on a bi-weekly basis, and they are beginning to prove a serious annoyance."

"I believe we can help with that as well."

"Good."

* * *

 _Bayville, NY - Xavier Institute for Gifted Children..._

Clark had been expecting a lot of things, yet he was still surprised at the size of the Xavier Estate. It almost made the Luthor Estate seem modest, an impressive feat since the manor took up 565 acres. Of course, it helped that the Xavier Estate included a cliff that overlooked a bay and was bordered by a forest.

Turning his attention from his future home, Clark instead considered the man currently driving. Logan had a stocky build, dark hair and a no nonsense attitude. Beyond that, the only thing Clark knew about the man was that he preferred 'classic rock' and cigars.

"There a reason you're eyeballin' me kid?" Logan asked as they pulled up to the gates.

"Sorry." Clark said, looking away.

"Don't apologize, it makes you weak."

"It does?"

"Yes it does." Logan said as the gates swung open for them. "Now, what was it you wanted?"

"Nothing, I mean, I was just thinking."

Logan grunted in acknowledgement before snuffing out the cigar he had been smoking.

Shifting in his seat, Clark turned his attention to the manor that had come into view. The stately mansion had three reddish-white structures and a tower that seemed impossibly large. Then there were the arching bay windows and the semi-circular colonnade with French doors.

"Think we have enough room?" Clark asked after a moment.

"No." Logan said. "We have four, well five now, teenagers with powers. Trust me we need at least twice the room, especially if your anything like me and need your privacy. That's something you can pretty much kiss that goodbye 'round here."

"It can't be that bad, can it?"

"You'd be surprised." Logan said as they pulled up in front of the mansion. Logan got out without another word, leaving Clark sitting in the van.

Clark was not sure how he felt about that little revelation, he was by no means anti-social but he had grown up on a farm. In a way he had become almost reliant on having some measure of real privacy. He needed that time alone to relax and not worry about hurting someone by accident.

"Ok, I can do this." Clark said and taking a deep breath, got out as well. Getting his bags out of the back of the van, Clark jogged up the stairs and entered the mansion.

Once inside the foray, the first thing that caught his eye was the sweeping grand staircase. The second thing he noticed were the marble busts, oil paintings and Persian rug. The final thing he noticed, and by far the strangest, was Logan with his head tilted, as if listening to some unheard noise.

"Uh, is something wrong?

"Yeah," Logan growled, glancing at him. "Chuck will explain everything, I gotta ride."

With that said, Logan ran off leaving Clark standing there with his bags.

Shoulders slumping, Clark let his bags fall to the ground as he sighed. Wonderful, not even in town five minutes and he already had problems to deal with. Before he grew too gloomy, a loud 'bamf' along with a sulfuric stench, distracted him.

Looking up, Clark found himself staring into a blue furred face and a pair of yellow eyes.

"Uh, hi?" Clark said trying not to stare at the tail he could now see swaying behind the slender boy. As if all of that was not strange enough, the navy blue bodysuit with a red-v shaped vest, boots and yellow gloves did not help. No doubt because of the last two items highlighted his arched two-toed feet and three-fingered hands.

"Kurt, right?"

"Ja," Kurt said his tone uncertain. "Clark Kent?"

"Yeah." Clark said, glad that Scott had described the German mutant. Still, seeing Kurt was different.

"Der Professor sent me to get you." Kurt said as some kind of tension seemed to drain out of him.

"Right."

"Have you teleported before?" Kurt asked, more at ease as he offered his hand.

"No." Clark said as he took Kurt's hand, adding good-naturedly. "I'm not going to end up stuck in a wall or something right?"

"Das only ever happened once." Kurt said with an unsettling grin, and then before Clark could respond teleported them.

In that instantaneous second of travel, the world red shifted. Then, before Clark could process anything beyond sulfuric heat, the world returned. There was only one response Clark could give in the wake of that experience.

"Whoa."

That said Clark took in the hi-tech room he found himself in before noticing Ms. Monroe, Professor Xavier, Scott and a cute brunette girl. Interestingly enough, both Scott and the girl were wearing navy blue uniforms like Kurt, though they each differed as well. The girl's uniform had a lighter blue wedge down the front and a pair of yellow gloves and a belt, while Scott's had yellow belt, shoulder-pads, knee high combat boots, and gloves.

Oh and he was wearing a visor of some kind.

"Welcome to the Institute Clark." Ororo said, breaking the silence.

"Thanks."

"I am pleased that you arrived safely." Professor Xavier said before gesturing at the girl. "You've met Kurt and of course you know Scott. Bu may I introduce you to Katherine Pryde."

"Like, you can call me Kitty." The girl said with a pleasant grin.

"Und of course, me." Kurt said, dangling from the ceiling by his tail. "Der Incredible Nightcrawler!"

"Look, he can meet everyone later," Scott cut angry. "We have something more important going on."

"Scott." Professor Xavier said, before focusing on Clark. "Unfortunately Clark, Scott does have a point. Approximately half an hour ago, Jean Grey another of my students, was taken by another mutant, Fred Dukes."

"Right." Clark said, wanting to pinch the bridge of his nose. Of course, it would be another kidnapping as if he did not already have enough of that back in Smallville.

"To further complicate matters, Jean was rendered unconscious during the initial altercation." Ororo said, taking over. "She does not know where she is, but she assures us that aside from a headache she is safe."

"We have had some success in narrowing down her location, which is why I dispatched Logan. I want the rest of you to split into two groups and search as well. As soon as you find her location you need to contact us so we can update the others."

"Kurt, Kitty you take the van." Scott said, striding out of the room. "Clark you're with me."

* * *

 _Bayville, NY - Abandoned Iron Works Factory..._

Jean Grey stared at the table before her, almost swearing that she could hear Scott telling her 'I told you so'.

As much as she hated to admit it, Jean had to concede that in hindsight she had been too zealous in reaching out to Fred. Still, at least she had tried. That was the point of the X-men, to reach out to other mutants and show them that no matter how hopeless or isolated they felt, there were not alone no matter how it might seem. Jean let out a huff of exasperation. Enough with the self-recrimination. She could sit here and wait to be rescued or she could free herself.

The choice was simple.

Unfortunately while she possessed two powerful gifts, both required a great deal of concentration. Something in short supply thanks to the throbbing in her head. The pain was so bad that it had taken an arduous amount of effort to reach the Professor for just a few minutes.

Still, she gathered as much focus as she could and reached out with her telekinesis. At first she traced the contours of the copper piper holding her in place, forming a mental image and then grinding her teeth seized one end and started to exert her will. For a moment she thought it would succeed but the pressure her head proved too much and with a sharp exhale, Jean slumped against her bindings.

The pain eased somewhat and Jean scowled in frustration. Why couldn't Fred have used rope or wire? She could have snapped those without much effort, even with her lack of focus.

Gathering a second wind, Jean prepared to try again, only for heavy footsteps to distract her. Looking at the door, she hoped that whatever Fred was up to out there it would keep him busy long enough for her to get free. The door opened a minute later dashing her hope, allowing an extremely overweight teen to squeeze through.

Fred 'Blob' Dukes paused, and then lumbered toward her with a grin. Jean had seen him grin before, but something about this particular grin worried her. Not because of how eager it made him look, but rather the desperate longing lurking behind it. It raised an instinctive urge to lash out at him, but she fought the impulse down though she remained on edge.

"This is gonna be the best night you've ever had." Fred said, moving toward her while brandishing a napkin "Dinner, dancing –"

"Fred this is all wrong." Jean said, struggling to keep her voice calm. "You can't force someone to like you."

"Why not?" Fred asked with open confusion, placing the napkin in Jean's lap, making her skin crawl. Stepping back he flexed his 'muscles'. "I'm stronger than everyone."

"Being nice usually works better." Jean said, trying to reason with him.

Fred was like an abused child, he had found positive attention and he wanted to keep it all for himself. He had not done anything completely unforgivable yet, all she had to do was keep him from crossing that line. Then she saw his reaction to her statement, and her stomach plummeted - Fred had frowned as if trying to understand what she meant, his eyes staring at nothing for several long seconds before his face blossomed into a another grin.

"Oh yeah!" Fred exclaimed with abrupt cheerfulness. "I just remembered. I've got a surprise for you!"

That said the much larger mutant turned and squeezed his way back through the door leaving Jean alone.

Jean hummed darkly, casting her eyes around for something to use and buy some time.

* * *

 _Bayville, NY - Xavier Institute for Gifted Children..._

"Are you sure I shouldn't have gone with them?"

"We've had this conversation before Ororo," Charles Xavier said, staring at the wall monitor in thought. "We need to allow them to handle things on their own."

"Yes. But this is a delicate situation. A powerful and unstable teen kidnapped Jean." Ororo said, pacing. "None of them, let alone Scott, will be thinking clearly."

"True enough." Charles said, attention turning to her. "Yet it remains that this is a comparatively safe situation, or at least a given value of safe."

"You're trusting a lot in Logan."

"Him and the training of our students." Charles said, before sighing. "For Scott this is an important trial he must overcome. I would rather he face this crucible now, in a somewhat controlled environment than later."

"You may have a point Charles, but I have to ask. Why did you allow Clark to join them?"

"You know, as do I, that Clark has previous experience in dealing with those who abuse their gifts." Charles said after a moment, releasing a heavy breath. "I am also hoping that his presence will help Scott remain focused."

Ororo started to speak only for the communication system to interrupt her. Shooting Charles a disgruntled look, she pressed the accept key and Logan's gruff voice filled the line.

"I've found them. They're at the old ironworks at the south end. I'm going in."

"Logan, wait for -" Charles started before the line went dead.

"Typical." Ororo muttered.

"Ororo, if you would be so kind."

Knowing what he wanted, Ororo tapped a series of buttons, connecting them to the X-men.

"Wolverine has the location, I'm transmitting coordinates."

"Got it professor." Scott said, accompanied by the sound of squealing tires.

* * *

 _Bayville, NY - Abandoned Iron Works Factory..._

Fred had never believed he would be on a date with a girl like Jean.

His mom had waited just long enough to name him before she left. Then when his dad was not 'beating sense into his retarded fat ass' Fred had dealt with a gang of sadistic bully's while growing up. Needless to say when his powers kicked in he had got the hell out of town. But only after he put his dad through several walls and ensured the gang would be eating through straws for a long time.

So to be dating a girl like Jean, after such miserable beginnings, it blew his mind. Of course, he still had to win her over completely. This was why he was double checking the stolen record player. Satisfied with the record player, he tucked it under arm, heading back to a waiting Jean.

At least until a loud grating sound filled the warehouse, drawing his attention. Frowning he looked around before lumbering toward the double doors of the warehouse. He had only taken two steps when the doors exploded inward. Fred stumbled back in shock, dropping the record player as he did.

Before he could recover something slammed into him, hammering his face with punches. He stumbled even further, but recovered soon enough and grabbed his attacker. With an angry shout, he tossed them over head and turned to get a better look at his attacker. It turned out that his attacker was short and wearing an orange and black uniform.

"Who are you?"

"Name's Wolverine." The man growled. "Now you going to let Jeanie go, or am I going to have to make a point?"

"Ha! You think you can do anything to me?"

Wolverine responded by lunging at him, and Fred sidestepped the charge backhanding Wolverine away. The smaller man tumbled across the floor as Fred grabbed a heavy piece of machinery, the metal screeching as he ripped it free of it's bolts. Lifting it over head he turned back and hurled it at his dazed attacker.

It hit the ground before it tumbled across the floor, turning Wolverine into a messy smear. Smirking, Fred dusted his hands off and prepared to resume his date - Until his attacker leapt over the machinery, metal claws flashing as he landed in a crouch.

Completely bewildered, Fred could only stare at least until Wolverine jumped at him, claws aimed at his face.

"Whoa!"

Fred just managed to catch Wolverine by the wrists, only to receive several furious kicks to the face and chest as he held him aloft. Growling with mounting frustration, Fred tightened his grip and pulled Wolverines arms wide only to receive a double foot stomp to the face.

Ugh, how could anyone be this angry?

Fred swung around dislodging the feet before belly flopping, pinning Wolverine beneath him.

"Rrrr...can't...breathe..."

"Yeah, well, you shouldn't try and taking my girlfriend!" Fred shouted before bouncing atop the man, smashing his head into the concrete floor with a sickening crunch.

Wolverine continued to struggle for another minute before finally going slack. Fred waited a moment to make sure that Wolverine was not going to get back up and then laboriously got back to his feet. Satisfied he started to turn away, only to stop as he spotted someone standing in the now ruined doorway.

Fred frowned at the athletically built teen with black tousled hair and black-rimmed glasses.

"Who are you?"

"Clark."

"Ok." Fred asked, frowning deepening. "What are you doing here?"

"Fred, you need to stop." Clark said, approaching slowly. "Jean's friends are worried about her..."

"Yeah, well, this hasn't got anything to do with you!" Fred shouted cracking his knuckles. "People have been putting me down all my life, but now I'm stronger than anyone. I ain't letting anyone take anything from me anymore ever again. Jean's mine, you can't have her."

"She's not your property." Clark said, voice growing hard. "You need to let her go."

"It's time you shut up!" Fred shouted charging the smaller teen.

Unlike other people, Clark made no move to dodge, instead grabbing Fred's outstretched arms. Whatever momentum the charge had disappeared, prompting a struggle for dominance. At least until Clark planted a foot in his stomach and shoved, forcing him to stumble back. Recovering, Fred took a wild swing at him, but missed and Clark took advantage of the opening to land several heavy punches with blinding speed.

Fred stumbled under the blows, driven into a column that cracked from the impact. As Clark stopped his assault, Fred shook his head.

"I don't want to fight Fred."

"Heh, of course you don't." Fred said as he recovered, giving him a nasty smirk. "But it's too late to walk away. You messed with my date and I'm going to turn you into paste for that."

That said he lunged at Clark, attempting to smash him with an axe-handle strike. The smaller teen dodged, allowing Fred's strike to crater the ground. Roaring in frustration, Fred whirled trying to backhand him. Clark ducked the wild swing - right into a punch that sent him flying. A minute later Clark smashed into a piece of heavy machinery which folded around him like a glove.

Fred hesitated for a moment, unsure, doubting that blow would finish this fight. Nobody had ever hit him that hard, the guy had been tough, still not as tough enough though. Still, Fred doubted that sucker punch would do anything more than daze the other teen. With that in mind, he started across the warehouse, intent on finishing this fight.

At least that was his plan before something slammed into his side with enough force to bowl him over. After coming to a stop, he got back to his feet, turning his attention to his newest attacker.

Jean.

His Jean, with her lovely red hair and amazing smile. Jean who had accepted him. Showed how much she cared about him. The one girl in his whole life that liked him. Now she stood there in the inner doorway, hand outstretched, eyes narrowed in anger. After a moment she lowered her hand, expression remaining unchanged.

"Jean?"

"I tried to be your friend." Jean said in a low, calm voice. "I tried to reach out to you, I wanted to show you that you could trust us. But you kidnapped me, held me against my will, tried to...force me..."

Her eyes seemed to glow as her hand snapped up and an invisible blast slammed into his chest, knocking him over again.

Chest aching, he slowly stood up, only for a blast of red energy to hit him in the face with teeth rattling force. Turning his head to the side, Fred lifted an arm, trying to push against the blast but it seemed to do little good. The blast ebbed and his vision cleared, discovering that dork Scott standing beside her.

Even stupider, he was wearing some stupid blue and yellow uniform with a silly visor.

For a moment, he ground his teeth together, staring between them before jabbing a finger at Scott.

"What are you doing here?!"

"Just helping Jean leave. Through you if necessary."

His anger turned into confusion for a moment, before realization dawned on him.

"Nobody respects me!" Fred ranted face growing hotter and his breath shorter.

"I tried to be your friend-"

A piece of concrete interrupted whatever Jean was going to say, forcing her and Scott to dive aside. Fred ignored her and charged Scott, only to receive another blast to the face that drove him back. Fred snarled through the pain, crouching low and bracing against it as best he could until another surge sent him sliding back. Fingers sinking into the floor, anchoring Fred in place. A moment later the blast came to an abrupt end and Fred shook his head trying to clear his vision.

At least until something invisible cinched around his waist and tried to yank him into the air.

Head and vision now clear he focused on a struggling Jean and started toward her. Her eyes seemed to glow as she thrust her other hand forward. The invisible force finally yanked him into the air, ripping a chunk of floor free with him.

Holding him aloft, Jean stalked forward arms trembling as he rose higher and higher.

"It's over Fred." Jean said with quite fury.

"Let me go!" Fred roared lashing out at her and Jean reacted on instinct.

Jerking her arms up, she hurled him over head where he struck the ceiling before falling back to the ground. He hit the ground with a resounding meaty 'thunk' accompanied by a rain of concrete. Grunting he leveraged his way up right, shrugging off the debris, more furious than ever.

Only to find himself facing a pale girl with white streaked brown hair, wearing green and black clothes of a raver.

"Ok ya lunk head, let meh try to explain this." The girl said as she grabbed his wrist and Fred's world exploded into a starburst of pain. As he collapsed to his knees, she let him go and sneered. "Ya can't just kidnap a girl and make her yer girlfriend."

"Wha-what did you do to me?" Fred asked trying to grab her.

"Didn't Mystique tell ya what mah power is?" Rogue asked with a smirk as she stepped out of reach. "Yer power is mah power."

"Grrr...hold...still!"

"Now why would ah do that?" Rogue asked before she grabbed his hand and proceeded to flip him.

Fred landed hard, but if she thought that was going to stop him she had another thing coming. No sooner had he scrambled to his feet than an invisible wall smashed into him. Another blast of red energy clipped him in the shoulder, sending him even more off balance. Hitting another column, he braced against it before spinning back to face his attackers.

The three of them spread out, the girls taking either side of him.

"You think any of you can stop me? I'm stronger than all of you!"

"I guess no one ever told you there's always someone stronger than you." Jean said.

Fred frowned, uncertain what she meant by that at least until someone grabbed Fred's shoulder and spun him around. He had a brief glimpse of an angry Clark, before a fist slammed into his jaw. For a moment Fred remained upright, and then his world went dark.

* * *

 _Bayville, NY - Xavier Institute for Gifted Children..._

Adjusting the axis of his telescope, Clark paused to double-checking his compass. Confident that he had the ascension and declination sighted in, Clark locked his telescope adjustment knobs and leaned against the ironwork balcony to enjoy his view. It was so easy to forget how vast the universe truly was, but staring up at it all reminded him that somewhere among the trillions of billions of stars, was his home planet.

He wondered if it was like Tatooine, covered in desert wastelands and twin suns in a cloudless sky. Was his world just a larger Earth with an orange sky, a moon that gleamed even during the day, and a domed city? Thinking of his world dredged up old pains and questions. Did his parents have powers like him? Could his world have been in some kind of war? Did his parent's send him away because he was a mutant like Scott and the others?

So many questions and no answers.

After another minute of staring out at the star filled sky, Clark headed inside to resume unpacking. Slipping his telescopes travel case under the bed of antique mahogany, he was reminded that it was going to take time to adjust living in the mansion. His bedroom back in Kansas had been large, but his room at the mansion bordered on extravagant and that was not taking into account the antique furniture, built in wall sized bookcase, computer and a stereo system.

Shaking his head, Clark started unpacking his clothes, trying not to dwell on his room or what he had been through since arriving. That last part was harder than he would have preferred, it was far from the first kidnapping he had dealt with and it dredged up old fears. Closing a drawer hard, Clark wished that it would be the last time he had to deal with this sort of thing.

"Knock, knock."

Clark turned at the words and found Jean standing in his open door, smiling.

He smiled back reflexively.

"Can I come in?"

"Sure." Clark said, motioning her inside. "I thought you were resting."

"It's on my 'to do' list." Jean said glancing at the boxes on his bed. "Still settling in?"

"Taking a bit longer than I expected."

"Don't you have super-speed? I mean that's what Scott said."

Clark hesitated, still uncomfortable openly admitting to his powers. Noticing her look of amusement, he sighed. "Yes, I do. But I just like taking my time."

"I guess that makes sense." Jean said, glancing inside one of the boxes, before picking up a book. "'Gravitational Waves and their Influence on the Acceleration of Charged Particles' by Reed Richards? You're not going to tell me that's your light reading, right?"

"Uh, no." Clark said somewhat sheepish, deciding to start putting the rest of the books up. "So, anyway, I take it you came to see me about something?"

"Hmm, yeah, I just wanted to say thanks." Jean said putting the book down.

"For?" Clark asked, giving her a clueless look out of habit.

"For helping Scott and everyone get me away from Fred."

Clark blinked, and then sighed, shoulders slumping.

"Sorry. I'm just...it's still new to me, you know? People other than my family knowing when I'm involved in this sort of thing."

"You've done this before?" Jean asked, curious.

"Unfortunately, more than I like." Clark said, thinking of Greg Arkin and Deputy Watts, thankful that in comparison to those kidnappings this one had been so simple.

"Well, that's good to know." Jean said, shifting topics. "As for others knowing what we do, you get use to it."

"Does it get easier?" Clark asked, hoping and dreading to hear her say yes.

"Eventually, with time."

"Good to know." Clark said, resuming his task of putting books up.

"So anyway, like I said. Thanks for helping." Jean said with a forced casualness.

"You don't have to thank me you know. I didn't do that much, it was Scott's plan. Though I don't think he was expecting Rogue to show up."

"None of us were expecting that." Jean said, running a hand through her hair. "We've had a rough time with her, she has trust issues and when we tried to invite her to the Institute we got played."

"Ah. Well, she helped out so there's hope right?"

"That's what I think too. Scott has his doubts, but even thinks it." Jean said.

"Oh, did you read his mind?" Clark asked, teasing her before he thought better of it. "Sorry."

"It's ok." Jean said, laughing. "And no, I didn't. One he's been my best-friend for years, so we generally know how the other thinks. Two he's a boy so his thoughts aren't that complex."

"Ouch." Clark said, wincing playfully.

"Anyway, if your done trying to distract me. I still need to say thank you. Because I know Scott would have rushed in head first instead of waiting for Kitty and Kurt to get there so they could sneak in to free me."

"Hey, I'm always willing to take a punch to the face for a friend...of a friend?" Clark said, and realizing how strange that sounded chuckled.

"A friend, Clark." Jean said, touching his shoulder. "Definitely a friend."

Clark smiled at her.

"So, can I help?"

"Sure." Clark said, handing her a handful of books.


	5. Chapter 4: Revelations

**:**

 **:  
Smallville: X-Men**  
Episode 4: Revelations  
By Geor-sama

* * *

"I hope you studied for the history test."

Clark blinked, staring at Jean blankly. "What history test?"

"The one we're having right now." Jean said, her gaze somehow blasé and disappointed at the same time. "About the Meji Restoration of Valusia, remember?"

"What?!" Clark gasped, struck by a sense of dread. No matter how hard he thought about it, he could not remember ever hearing about it. "Did we even cover that?"

"Of course we did." Jean responded, her look turning irritated. "You led the group discussion, remember?"

"What? No, I don't remember...Nobody told me there was a history test! I haven't...I..."

"Get your act together Clark." Jean snapped, "If you fail this test we can't let you stay at the Institute, not that you belong with us. We're mutants, but at least we are still from Earth."

Clark started to respond, stung by her words, but before he could the red head had left for class. Clark hurried after her in near panic, making it through the doorway and to his seat just as the bell rang. Almost immediately the teacher slapped a test down in front o him, one covered with gibberish.

Clark glanced around, but found none of the other students had given their tests a second look. Uncertain, he started to raise his hand, only to notice that his test was now full legible. Though the questions themselves were utter gibberish.

Keeping an eye on his test in case it changed again he raised his hand and kept it raised for what seemed like hours. Finally giving up, he looked around but discovered that the teacher was nowhere to be seen. More alarming was that the clock was saying that class was almost over.

Panic mounting, Clark turned back only to discover that in the time he had looked away the pages had went blank. Eyes widening in shock, he sat back staring at the blank pages trying to figure out what happened.

"Oh. This is a dream." Clark said in sudden understand.

As if they were magic words, the soul crushing anxiety that had gripped him melted away. In its wake there was only a growing sense of amusement at how serious everyone was acting. His amusement only increased as a scowling teacher appeared in front of his desk, hands on his hips.

Clark could not help but laugh.

"Do you think this is funny Mr. Kent?" The Teacher barked, much the same way an over-the top way a drill sergeant might in a war movie.

"Actually, yes." Clark admitted, and then did the one thing he would never do in the waking world.

Wadding his test up, Clark tossed it at the teacher's forehead before walking out of the class. Behind him, he could hear the furious teacher shouting hollow threats. For all the good it did, Clark continued walking, though despite being aware that this was a dream he remained trapped in the school.

It did not help that the hallway seemed to stretch for miles with no end in sight. As the lighting dimmed he considered returning to the classroom, but some urge drove him on. Things grew more nightmarish as odd glyphs of intersecting geometric shapes, appeared on the walls. Some seemed familiar, while others remained incomprehensible, but they all filled him with deep longing.

But even as part of him wanted to stop and study them, another part drew him down the hall. Something intangible and completely beyond reason or logic. But the further he went the more uneasy he became, especially as the hall seemed to grow narrower.

Claustrophobia began to set in as his shoulders began to brush either side. Hurrying his steps the inexorable pull grew ever stronger as did his ever-mounting dread. Thankfully the hallway came to an abrupt end at a door labeled 'EXIT'.

Yet, rather than moving forward, he stared at the nondescript door. He might not be moving any longer but his heart was continuing to race. Whatever lay hidden beyond that door filled Clark with utter terror.

He wanted to get as far from what waited on the other side, yet he remained motionless. Then for some inexplicable reason he started forward. He struggled against it, but his body refused to listen, a hand reaching out to touch the handle.

The steel was cool to his touch, solid. For a brief moment he believed that it would refuse to open, but then it did. It swung open like a yawning mouth of darkness.

Suddenly he was six years old, standing at the top of the stairs that led to the basement, peering down into the where the monsters hid.

"Geeshah thare'on sha-mar'." A melodious, though ominous, voice intoned from nowhere.

Looming out of the darkness was a roaring gray monster with bone protrusions and pitiless red eyes...

* * *

 _Bayville, NY. - Xavier Institute for Gifted Children..._

6:45

Logan wanted to sleep, but every time he closed his eyes he did little more than toss and turn before getting back up. Something kept nagging at the back of his mind, the details escaped him, but he knew it was important. He hated when this happened, because in the past it never turned out pleasant.

So instead, he sat there on the side of his bed, staring at the glowing numbers of his alarm clock.

6:50

Wonderful. He had three hours to kill before he could enjoy the mindless violence of a football game. Though with this nagging at the back of his mind, not to mention lack of sleep, he might not enjoy it.

7:25

Rubbing the bridge of his nose, Logan sighed.

He might as well get up and program the danger room fo the new kid's assessment. Though as he reflected on what the kid was capable of, he was once more struck at how odd Kent was. Logan had never heard a mutant with so many powers, and no matter what Charles said it remained strange.

Though, now that he thought about Charles had never said Clark was a mutant. Just that the kid had gifts and he needed a safe place to learn and grow. Combined with the strange scent Logan had picked up at the airport...

Logan pinched the bridge of his nose and sighed. "Damn it Chuck."

Typical Charles.

He never out right lied, a point he was proud of. Instead he would leave things vague, allowing others to draw their own conclusions. It was one of his more infuriating habits.

The only reason Logan rarely called him on it was that Charles always possessed good reasons for it.

Shaking his head Logan finished dressing and left his room. A quick cup of coffee and then he'd set up Kent's assessment, maybe check the mansions night security logs. At least, that's what he planned on, until a shout as he passed Clark's room to do just that caught his attention.

Logan burst through the door, ready for near anything. Yet somehow, while he had expected a sleep disorientated Clark, he had not expected what he found. Clark was struggling to stand up from his shattered bed, while ashes smouldered where his nightstand had been.

For a moment Logan could only stare, before he cleared his throat, drawing Clark's attention.

"Uh...this isn't what you think..."

"Ok." Logan said, crossing his arms. "Tell me what happened."

"I...I had a bad dream?" Clark said with clear embarrassment.

"A bad dream." Beat. "I get the broken bed, but what happened to the nightstand?"

"It, uhm...just caught fire?"

Logan remained silent in the face of that weak explanation, knowing that if he waited, he would get a better answer. He was not disappointed.

"Well, that is..." Clark rubbed the side of his head, before sighing. "I broke the bed when I woke up, and then my heat vision kicked in..."

"Uh huh." Logan said, shaking his head. "End of the hallway. These are antique beds, but given your strength I think you can handle it on your own."

"Right. Of course. Sorry."

"I'm getting too old for this." Logan grunted before leaving.

* * *

 _Manhattan, New York City, NY..._

Langham Place was a famous hotel on Fifth Avenue in Manhattan's most coveted district. Among its iconic surroundings, the most famous was the Empire State Building. It also boasted several amazing features, not the least of which being its world class Spa.

Langham Place, in short, was perfect for escaping a stressful life.

This was exactly why Mystique used it. Because if anyone led a stressful life it was her. Given that she worked for Magneto, ran a private high school, and kept a group of asinine teenage boys in check - well she dared anyone to argue that she did not deserved a stay at the Langham.

Not that the hotel staff knew that it was Mystique they were catering too. As far as the staff knew she was Carla Bryant, a 5'9, middle-aged brunette with brown eyes and a full figure. What made assuming her identity more preferable to say that of Alison Blair or Page Monroe, was her low profile.

Being Alison Blair and Page Monroe would require her to deal with the Paparazzi and schedules. In comparison the wife of a minor executive from Dayton Industries was the safer choice. Though there still remained drawbacks to being Carla.

There were drawbacks of course. People often assumed that you just had to take on someone's appearance. But making use of a long term identity required detailed research into every aspect of their lives.

In this case, the notable drawback happened to be that Carla was on friendly terms with the hotel staff. Meaning that Mystique had to exercise constant awareness of the various relationships Carla maintained. Meaning Mystique could not ignore the perky receptionist waving at her from across the lobby.

Pretty, nineteen, with a million-watt smile.

"Good afternoon Carla."

"Ah, Crystal." Mystique said, with her own brilliant smile. "How is Hudson University treating you?"

"It's wonderful! I was so worried you know, but my classes are great and my roommate is brilliant."

"I'm glad to hear it. Have you made any friends?"

"Mhm. This girl I was pledging a sorority with, Louise Lincoln. We just clicked you know."

"I'm so pleased to hear it." Mystique said, before stifling a false yawn. "I'm sorry, I'd stay and talk more...but I need a nap."

"Oh. No, I understand." Crystal said bashful, adding as Mystique started to turn away. "Uhm, before you go..."

"Yes?"

"Uh, well, your niece arrived while you were out. She insisted we not disturb you, and I thought it best...well, I let her stay in your room...is that ok?"

"Oh, that's fine. I was just expecting her later." Mystique said behind a mask of pleasantness. But inside she was ranting about the unexpected guest.

"Oh, good." Crystal said her posture relaxing.

"Well, I suppose I should head up. I'm sure by now my niece is beyond bored."

That said Mystique made her way across the lobby to a waiting elevator.

"Good afternoon, ma'am." The elevator operator said as she stepped inside and the doors closed behind her.

"Good after noon. 28 please."

The ride was made in silence, and Mystique spent those few minutes preparing for the looming meeting. It did not take a mind reader to figure out who her 'niece' would be.

What did puzzle her was the exact nature of the conversation they would be having.

The instant the elevator doors opened Mystique strode down the hallway to her suite. Swiping her key card she firmly closed the door behind her, announcing her presence. Not that her guest reacted to the noise.

Moving into the living room of her suite, Mystique paused to admire the view. It struck her as so odd to remember when the Empire State had just begun taking shape. Somehow the elegant white and black furniture surrounding her made it even stranger.

Either way, she dismissed her nostalgia.

"Emma, my dear, I trust you weren't too bored waiting for me."

"Not at all," Emma said from the dining room. "I hope you don't mind, but I ordered brunch."

Heading into the dining room, she noted the stunning blonde teenager looked far too smug. Turning her attention away from Emma, she gave her meal of salad and white wine a dismissive look.

"You could have had them send up a bottle of crystal champagne."

"But then I would have needed a bowl of strawberries, and I break out in hives."

"I know." Mystique muttered, taking a seat in a nearby chair.

Emma Frost was a driven young woman, the type who had few scruples. She was also one of Magneto's youngest followers, not to mention his primary financial backer and recruitment agents.

"So, I take it you are enjoying your weekend?" Emma asked, offering Mystique a glass of wine.

"Homo-sapiens might be a violent, bigoted species," Mystique said, ignoring the offered drink. "But they do understand luxury."

"How enlightened of you." Emma said, pursing her lips in thought, putting the wine glass on the table. "Though, and I'm paraphrasing of course, someone once said 'Man is neither angel nor brute'."

"Before you try to debate your philosophical beliefs with me, keep in mind that my life has been nowhere near as pleasant as yours." Mystique said, tone dripping acid. "So, what is it that you wanted to talk to me about, or are you just here to disrupt my weekend on a childish whim?"

"I have a reason, but first I have to ask. You can literally become anyone for however long you wish. Yet you decided to assume the form of a middle-aged socialite. What exactly is the logic in that?"

"Besides the obvious reasons that she is rich enough without throwing up flags and is noted for turning up without warning when her husband upsets her?" Mystique asked, smirking. "It's quite simple. I control my appearance rather than it controlling me."

Emma showed no reaction outside of a faint twitching of her eye.

"Now. What brought you here, to see me, on the weekend?"

"I wanted to make sure we were on the same page. I've arranged everything on my end, so I would hate for anything to go wrong elsewhere."

"Everything is taken care of." Mystique said. "You have similar schedules, I've even arranged for you both to be in certain Honors courses. I already passed along a copy of his records to your Bayville address, along with a student handbook."

"And you've spoken with your...Brotherhood?" Emma asked with obvious distaste.

"I've impressed upon them just how wide a berth they should give him." Mystique confirmed with a nod. "He'll be a target, at least so long as he hangs out with Xavier's wayward children. But they will consider him a low priority target."

"Are you sure they'll listen?"

"Emma, trust me." Mystique said with a merciless grin. "I can be **exceedingly** persuasive."

* * *

 _Bayville, NY. - Xavier Institute for Gifted Children..._

If the way this morning had started was any sign, Clark was in for a miserable day. Still as he lugged the headboard for the new bed to his room, Clark could only hope it would improve. Though as he struggled his way down the hall, he wished the headboard was not so cumbersome.

"Hey!"

Clark blinked, stumbling to a stop and craning his head around the edge. Standing in front of him was a petite girl with a cute face, blue eyes and her brown hair pulled back in a ponytail.

"Uh, hi?"

"Morning!~" Kitty said with a cheerful wave, before noticing what he was carrying. "Uhm, problem with your bed?"

"No, I -" Clark started before breaking off. Seeing her amusement he sighed, rolling his eyes. "Sorry, habit. Anyway, I had a nightmare and uh..."

"Gotcha." Kitty said as Clark trailed off.

Clark smiled reflexively, changing the subject. "So, I didn't think you'd be an early morning person."

"Normally I'm not." Kitty said, as they started down the hall, with Kitty walking backwards as they went. "But like, there's a sale this morning at the mall and I need to try and talk Kurt into 'porting us over."

"Something tells me that shouldn't be too hard for you."

"Thanks. But Kurt can be a total pain sometimes. I think its kinda Scott's fault though, the guy is wound tight and Kurt looks up to him."

Clark made a hum of agreement, thinking one what he knew of Scott and Kurt. Kitty's description fit what he knew of Scott, but he knew little of Kurt so he could say nothing on that front. He was also getting the impression that Kitty was close to Chloe in personality.

"So, are you like going to need help?"

Clark blinked at the question, realizing that they had reached the door to his room.

"No, I think I got it," Clark started, only to glance at the door and frown. "Er, if I turn it sideways? Maybe?"

"Yeah, you so totally need my help."

Clark chuckled sheepish, before giving her a curious look. "So, I know you can phase through stuff...but do you know how?"

"Oh, you mean..." Kitty said, giving him a mischievousness look phasing her hand through the nearby wall. "According to the Professor its molecular vibration. I slip my atoms through the spaces between the atoms of what I'm touching. I can extend it to other people and objects I'm in contact with."

"Makes sense. Molecular vibration occurs when atoms of a molecule are in periodic motion, while the molecule as a whole..." Clark started only to trail off as Kitty raised an eyebrow.

"I went with 'neat' when the Professor explained it all to me." Kitty said with a giggle, before reaching out to jerk on Clark's arm. "Now this might feel a little weird."

Realizing what she was about to do, he went with the motion, flinching instinctively as the wall rushed at him. The wall gave way, though as he passed through it left him with a sensation of moving through jell-o. A second later the brief resistance gave way and he was stumbling into his room behind a somewhat winded Kitty.

"You ok?" Clark asked after a moment, putting the headboard down, just to be safe.

"Yeah, that was like, hard ya know?" Kitty said, hand pressing against the side of her head. "I mean, I've had a hard time with some really heavy stuff...but that was like trying to drag a huge anchor behind me."

"Well, I am pretty much invulnerable." Clark said self-conscious, even as his mind raced with the implications.

"Hm, that makes sense." Kitty said, before shrugging it off. "So anyway, if you don't need any more help, I'm going to go find Kurt and hit the mall."

"No, I'm good." Clark said with a grin, deciding that he could get to like her. "Thanks for the help though."

"Psh, no big." Kitty said with a wave of her hand. "Though you do have like, super-speed. Still, this was a lot simpler I think...you know, not counting the whole being an 'anchor' thing."

"Yeah, well, we can't all be as tiny as you." Clark shot back and at her look of irritation, could not help but grin.

"Oh yeah, laugh it up." Kitty shot back, before favoring him with an evil smirk. "I guess you are pretty lucky though. If you didn't have that whole evaluation thing today, I would totally drag you along to carry my bags."

"Wait, what evaluation?"

"Sorry, gotta go, bye-bye~." Kitty chirped with a bit too much cheer before she sank through the floor.

Clark stood there for a moment, uncertain how to handle that bit of news. Running a hand through his hair he decided to think about it later and focused on putting his bed together. It took him almost no time to do so and soon enough Clark was making his way downstairs hoping to grab a late breakfast.

Maybe if he lucked out he could also talk to someone about this 'evaluation'.

"Oh hey, you're here."

"Scott?" Clark asked, coming to a stop as he registered the older teen and his companion, Jean Grey. "Hey Jean."

"Hi Clark." Jean said with a smile. "I'm surprised you're up so late."

"Uh, it's 8 in the morning." Said Clark, giving her a strange look.

"Yeah, but you lived on a farm right?"

"Yes, and you live in a big city." Clark said, trying to hold back his groan. Chloe had been the same way when she first met him and it had not taken long for him to get tired of it. Seeing Jean's look of embarrassment he sighed. "Sorry, just my friend Chloe...anyway, that whole crack of dawn thing wasn't normal on our farm."

"Oh, sorry, I didn't mean to just..."

"S'ok. I mean we do get up that early sometimes, but only when we've fallen behind. So only once or twice a month."

"Anyway," Scott said breaking up the awkward moment with a slight grin. "What do you think of the mansion so far?"

"Big place." Clark said looking around at the majestic foray they were currently standing in. "Though I haven't seen much other then the dormitory wing and the entrance."

"I know," Jean said, "It's got over three hundred rooms. I used to get lost every time I got up to find a bathroom."

"It used to surprise me, I mean for us normal people it can be a little overwhelming. But Jean..."

"Don't listen to him." Jean protested, giving Scott a brief scowl. "Scott likes to make out like my family's the Luthor's or Stark's. My dad's a history professor at Brad College and my mom is a lawyer."

"Scott, Jean, Clark. Good morning." A new, cultured voice said interrupting the conversation.

"Professor." Scott said in greeting as the wheelchair bound Xavier rolled into view.

"Scott, Jean. I was under the impression that you both had pressing business?"

"We do," Jean said with a nervous smile. "We were on our way out when we saw Clark and decided to say goodbye."

"Later Clark." Scott said with a nod, while Jean offered a wave before they were both hurrying out the door.

"Later," Clark called after them bemused. Glancing to the side he noticed Professor Xavier looking equally amused. Sensing his attention the Professor adopted a more serious look.

"I know we did not speak much last night, it was a trying time."

"Don't worry Professor, I understand."

"Walk with me." Professor Xavier said, as his wheelchair whirred into motion. "I am pleased that my previous experience with the military and extraterrestrials did not deter your family."

"Well, my mom and dad did argue about it. But you were honest and that counts a lot where my dad's concerned. Besides, I told them that I was coming whether they thought it best or not."

"Oh?"

"I couldn't keep putting everyone at risk, at least not when I had an option."

"A very mature attitude indeed." Professor Xavier said. "As for my honesty, I trust it had some bearing in this attitude as well?"

"Yeah. At least this way I don't have to worry about becoming some kind of guinea pig for a bunch of scientist's." Clark said the discomfort he experienced at such a thought clear in his tone.

"An understandable worry." Professor Xavier agreed. "Do you still intend to keep the truth of your origins from the others?"

"I don't really know anyone here, I just barely decided to tell Pete. I'm not sure how long it's going to take me to tell other people."

"Very well, but I hope you do reconsider as you come to know your fellow students."

"So," Clark said in a not-so-subtle attempt at changing topics. "What did Jean and Scott need to do?"

"Nothing." Xavier answered with a faint smile. "They are, I believe, going to Manhattan."

"Makes sense after last night."

"Yes. Jean and Scott are never at their least responsible as when they are together. But it is also when they are at their best."

"That seems contradictory."

"As are all relationships at times." Xavier said with humor, before adopting a more serious tone. "They are my oldest students and take on far more responsibility than they should. So I can indulge them in their rare bouts of 'teenagedom' as Katherine sometimes calls it."

Conversation fell into a lull until they reached a section of wall that opened, revealing a hidden elevator. Stepping inside Clark noted that there was no control panel on the inside. When it slid into motion in near silence, he blinked.

"How?"

"The mansion possesses an advanced security system, and an automated residential system. Both are, of course, attuned to my mental abilities allowing me unrestricted administrator privileges." Professor Xavier said, adding as the elevator came to a stop. "We issues student ID cards, but access is restricted."

Clark nodded as the door opened, revealing a high-tech, stainless steel hallway.

"Kitty mentioned something about an evaluation earlier." Clark said, trailing after Professor Xavier.

"I promise it won't be too demanding, but it must be done."

"Are you sure that's a good idea?" Clark asked, nervous over how they planned to assess his powers.

"Yes. We need to know where you stand in your development, both for safety and to see how best to help you."

"But I'm not sure, I mean...I don't know my limits. I've spent so much time holding back, hiding everything. I don't want to hurt anyone or break anything."

"Clark, the mere fact that you are worried about the welfare of others is as comforting as it is understandable." Professor Xavier said. "But what you have to remember is that none of us asked for these abilities. Many consider them curses, and in some ways that can be true, but they are also gifts."

"I know Professor." Clark said, wondering why Professor Xavier was repeating what he had said at their meeting in Smallville.

"But it is easy to forget. Especially for the young, it is not a failure or a criticism, but an unpleasant fact that the young become lost in their own drama. They feel alone and isolated, dare I say even-"

"Persecuted." Clark said, remembering some of the meteor infected he had dealt with. Their powers had always seemed to magnify certain traits and that had been a reoccurring one.

"Exactly." Professor Xavier said, giving Clark a pleased look. "That is the guiding reason for this institute. To give them a way of not only learning to control their powers, but to trust others. To form bonds of friendship so that they realize that they are never as alone as they believe."

Clark said nothing, letting the professors words sink into him. He had heard some of this back in Smallville, but even now it sounded like something he could believe in. It spoke to Clark's inner Atticus Finch - his introspection came to a stop as they stopped in front of a door.

The door slid open revealing a plain room that contained only a row of lockers and a padded bench. Clark crossed the room in mild confusion, before opening the locker labeled as his. Inside was a navy blue form-fitting bodysuit tagged with "X" insignia on either shoulder. The locker also contained a yellow belt, knee high combat boots, gloves and a pair of shaded goggles.

"As I'm sure you've noticed everyone here is assigned a uniform. However, these are far more than just uniforms." Professor Xavier said. "These uniforms can mimic the wearer's physical properties, allowing them to remain undamaged. They even provide a measure of resistance to conventional weapons and resistant to other forms of damage."

"How?"

"They make use of unstable molecules-"

"Unstable molecules?"

"As it was explained to me, they are a configuration of atomic nuclei and electrons which are responsive to certain energized matter. Frankly the science behind it is beyond my understanding, but then Reed has always been an exceedingly brilliant young man."

"Reed? Doctor Reed Richards?" Clark asked in surprise.

"The very same. It was a graduate project as I understand it." Professor Xavier said with a faint nod.

"Amazing..."

"Indeed." Professor Xavier said with a note of amusement. "Well, suit up, you have a busy day ahead."

* * *

 **Authors Note:**

Sorry, no assessment scene. Honestly I think it works better if I just leave it up to your imagination. But honestly, you should be able to figure out the end result without me having tell you, as its pretty obvious.

Also, I debated about doing a 'science corner' like some of the old comics. You know, just to go into the science a bit more, I used to love them. Ultimately I decided against it, but if there's enough of a interest I'd be willing to do revisit the idea.

Finally, I plan on updating 'Naruto: Eleven' next month, which means that the next update for 'Smaville: X-Men' in May.

\- Geor-sama


	6. Chapter 5: First Day

**:**

 **:**

 **Smallville: Evolution**  
Episode 5: First Day  
by Geor-sama

* * *

 _Bayville, NY - Xavier Institute for Gifted Children, Underground Tunnels..._

:

:

Professor Charles Xavier wheeled himself into the sterile hallway, rubbing his temple. Behind him the steel door leading to the ruins of what had been the 'Danger Room' closed with an ominous thud. Charles remained motionless as the near inaudible bolts slid into place sealing the door.

Perhaps he should have known better than to allow Logan to program Clark's assessment.

Charles shook his head, knowing that Logan had no responsibility for this. Nor, despite what his newest student thought, did Clark. No only two things were to blame here and they both rested in Charles' hands.

The first thing to blame was a subroutine within the Danger Room's programming. A routine that Charles' had developed over the years. They set the basics of what the student could do, and the room would self-adjust to push them to their limits.

The second, and foremost, thing to blame was Charles' own arrogance. Outside of Jean and Scott, the Danger Room had never received any serious damage. But neither had so completely exceeded the limits of the Danger Room, like Clark.

Sighing, Charles wheeled down the hallway. Turning his thoughts away from self-recrimination, he instead focused on something more important. Clark, or more exact, Clark's biology.

They knew Clark was growing stronger, but that was not surprising as all his students grew stronger as their bodies matured. But the other's growth was affected by the Mutant gene, the strength of their gifts would increase by a factor of ten until they reached a plateau or underwent a secondary evolution. But Clark was not a mutant, they had no information on his biology, so they had no way of predicting his growth or even a way to measure his overall health.

Turning a corner he approached a door, which slid open upon his approach. The room itself was a stately private office, with plush carpeting and a large mahogany desk. It was also currently occupied by a dour looking man far older than they looked.

"So?" Logan asked as the professor moved in behind his desk. "How much is the kid's assessment going to cost us?"

"How generous of you to offer to help pay for the damages Logan." Charles said with a pleasant tone, earning him an annoyed growl from Logan. "I would estimate the damages to exceed two million."

Logan whistled in response, but otherwise remained silent.

"Yes, it is not an insubstantial amount." Charles admitted, but in his opinion the price was reasonable for what they had gained in return. "Still, we did learn several important things-"

"Beyond the fact that the kid is little more than a brawler?" Logan asked in amusement.

"Yes." Charles said with wry humor. "For example, though the data is incomplete, we do know that Clark's powers are not inexhaustible. The readings from the sensors in his uniform confirm that his body was expending a great deal of energy during the end of assessment. Though that expenditure barely registered in his bio-electrical field, suggesting he could sustain that level of activity for a indefinite period of time."

"Yeah, not to mention that he recovered quick as hell when it was over."

"Yes. I have a theory about that, but none that I wish to disclose at the moment. At least, not until I go over the data in more detail." Charles said, lacing his fingers together. "Yet the most important detail we learned is that Clark is a far more remarkable person that we realized. To have such power and to show such restraint, both physically and morally. It speaks highly of both his upbringing and his moral character."

"Something your forgetting Chuck." Logan said, crossing his arms. "It also makes me even more certain that I need to know what it is about this kid that you're not telling me."

"Logan -"

"Chuck," Logan interrupted with a growl. "The kid tore the Danger Room apart and made it look easy. Something about him is setting off my survival instincts. He's dangerous and unknown and that's making me dangerous."

"You believe yourself a threat?" Charles' asked, tone dark.

"Not intentionally. But whatever it is about him, it's making me damn paranoid. Eventually I'm going to get jumpy enough that something bad is going to happen."

"It is not my secret to share Logan, just as I do not share anything you or Ororo entrust to me in confidence." Charles said, frowning as he studied his friend's angry scowl.

There was so much anger lurking within and it took little to set his temper off. Yet this seemed more than just the typical anger, this was genuine concern. Something about Clark's presence was causing Logan a great deal of stress and anger.

If Charles did not find some way of resolving this things would end badly. Still, Charles could not betray the trust that Kent's had placed in him.

"Look Chuck, he's not a mutant. That much I've worked out."

"You say his scent is familiar?" Charles asked after a protracted moment.

"Yeah, I can't place it but I've encountered it before."

"Then the answer lies in your memory." Charles said, gambling that Logan would take the unspoken offer.

"Thought you said you'd rather not risk messing with my memories?" Logan asked, looking uncertain but hopeful.

"Under most circumstances, I would not risk it. As I've told you, the brain is a complex organ and memory's can be easily influenced. Especially when recovering lost ones. However, scent is a powerful link to memory and it will help minimize the risk."

"Fine. So when can we do this?"

"I believe it will need to wait, at least for a few weeks." Charles said, contemplating what lay ahead. "Recovering memories are an intensive process after all."

Logan grunted and nodded in acceptance.

With that resolved, at least for the moment, Charles out to the waiting keyboard typing in a command. In response a wall panel slid open, revealing a video conferencing system. At the soft 'chime' indicating that the system was ready, Charles typed another command.

As the system established a connection, Charles prepared to deal with Sebastian Mallory. The man was ambitious, asked no questions, and was the head of the Westchester Facility. Making Sebastian a necessary evil, as there were times Charles dare not use his SHIELD connections.

Yet, when the screen came to life Charles' mental preparations became pointless. Rather than Mister Mallory, the screen instead revealed a slim young woman, dressed in an expensive business suit. Tony Stark's personal assistant, Pepper Potts.

"Well, not who I was expecting." Logan said after a pregnant pause.

"Professor Xavier?"

"Yes." Charles said, hiding his surprise at seeing the copper haired woman.

"Mister Stark would like to speak with you."

"I take it Mr. Mallory is indisposed, Miss Potts?"

"Mr. Mallory is no longer employed with Stark Industries." Miss Potts said before the Stark Logo replaced her.

A minute later the logo disappeared replaced by an impeccable dressed Tony Stark. The man had his feet propped up on his glass desk, and his attention focused on the lightpad tablet in his hands. For a moment Mister Stark continued to fiddle with the tablet and then looked up with a winning smile.

"Why hello there, Professor X!"

"I would prefer Professor Xavier." Charles said in a polite, but firm tone, ignoring the wave of amusement rolling off Logan. "May I introduce one of my instructors, Logan."

"Ah, like Madonna or Prince or...well...how most people just call me Stark." Tony mused, before turning serious. "Gentlemen, I'm sure you're wondering why I wanted to take this call personally."

"It crossed my mind." Logan said with a shrug.

"Well, as you may know, Mallory got caught with his fingers in some nasty pies." Stark said, tone growing dark. "The kind of pies that you can only find on the black market."

"I see." Charles said, stomach dropping at the news.

"Now, I had certain party's insist I turn over all his contacts." Stark said, his tone growing sharper. "Then I saw your name. So I couldn't help but wonder why a man like Sebastian would have a noted professor in multiple fields in his contact information."

Charles said nothing, instead studying the intent Tony Stark. The young CEO was a brilliant inventor and a shrewd businessman. In the five years since Tony had taken over his father's company, the stocks had risen to new heights.

This meant that the only reason they were talking was because he had a theory about the Institute, which Stark confirmed a moment later.

"To be honest, I've come up with at least a dozen explanations. The most reasonable one is that you happen to be particular about your security. I mean, true military grade hardware is overkill, but you're a billionaire. We're known to be a bit eccentric."

"But I take it you don't think it's accurate?" Charles asked, curious.

"No. The most accurate is my most outlandish one and the one I like best." Tony said, allowing a wry grin to show. "You're a special recruitment facility, disguised as a boarding house for 'gifted children'."

"Recruitment for whom?"

"CIA, NSA, DEO, really just take your pick." Tony said, shrugging. "Either way, I'm not entirely sure I like the idea of turning kids into weapons. Even super powered ones."

"Watch it, bub." Logan growled.

"Logan, please." Charles said, mentally trying to calm him. In response, Logan gave him a disgusted look before storming out.

Sighing, Charles turned his attention back to Mr. Stark. "Please excuse Logan. While much of his past is lost, he has been through what you accused us of doing to the children in our charge."

"I see." Tony said after a moment, his face and tone serious. "So you don't have a connection with any groups?"

"We do have some connection with certain agencies, but not as recruitment agents." Charles said, adopting the tone he had used when teaching. "I, and the other instructors here, consult on certain issues as they need. In exchange they give us the freedom to conduct the business of this Institute without interference."

"Oh wonderful, so my company's been helping arm a para-military group?"

"Mr. Stark, I assure you we are not a para-military group."

"Uh-huh. If you're not a para-military group, then what is the 'business' of your Institute?"

Charles frowned, considering how to answer that question. Tony had already revealed that he knew of 'super-powers', but how much did he dare reveal? Could he explain the X-men and not seem duplicitous about his earlier claim of not being a para-military?

He could try the 'sale pitch' as Logan called it, but he doubted it would sway Tony Stark. No, if he wanted to do this, and do it right, he would have to speak from the heart. Sitting up straight, he met Tony Stark's gaze and began to speak.

"I dream of a world where all Earth's children might live together in peace. I founded this Institute to help achieve that dream. To reach out to those with special gifts and ensure they have a haven from the isolation and fear their gifts inspire, both in themselves and others. Here we help them to learn how to control their gifts, rather than allow their gifts to control them."

"And those who won't go along with your dream?" Stark asked, interest clearly piqued.

"There are those who use their gifts for their own ends, there always are. It is a sad fact that my Institute also exists to counter those who abuse their gifts."

A beat of silence.

"Ok, so you're a para-police force then. At least you have some connection with established agencies...so you're at least marginable legitimate."

"Mister Stark." Charles said, frowning.

"What? You described your group as not only aiding those with unique gifts, but countering the efforts of those that seek to use them for their own gain." Mister Stark said with a shrug.

Charles took a deep breath, tempering his emotions before he tried again. "The heart of this Institute, Mister Stark, is about helping these children. Especially those lost in their anger and fear, to show them a better way. To show that there is hope for peace."

"Professor Xavier, relax. What's life, or business for that matter, without risks? I think we can work out an arrangement."

* * *

"How did Chole do it?" Clark muttered, upending his backpack on his bed.

As the contents scattered before him, Clark took a breath and started repacking. He should have already been downstairs eating breakfast, but he could not shake the feeling that he was forgetting something. It had to be nerves, which might normally be an odd thrill, but not today.

The weekend had been bad enough, what with the disaster that had been his assessment. As best Clark figured, he had cost Professor Xavier a few million dollars in damages. He was actually surprised the Professor had not sent my back to the farm - though both the Professor and Ororo had made it quite clear it had never been considered

Backpack repacked, Clark slung it over his shoulder and headed downstairs.

A minute later he was back in his room, emptying the contents of his bag once more. God, why was he so nervous about this? This was almost as bad as when his parents sent him to public school for the first time. Of course, he had met his best-friend-turned-brother then too.

Oh man did he miss Pete. The other kids at the institute were cool, but it was not the same. Pete had been a constant in his life for a long time and in those early days had been the only thing keeping Clark from freaking out.

Then again, Jean and Scott had been able to share his horror at destroying the danger room. Apparently they had done the same with the original Danger Room. Kurt and Kitty could not share in the horror, and Clark was not comforted by their insistence that his reducing the danger room to a pile of scrap was the greatest thing ever.

Backpack repacked, yet again, Clark left his room.

Making his way downstairs, Clark tried to distract himself. But the only thing that came to him was his class schedule. This made Clark wonder why he agreed to Professor Xavier's urging that he take an all honors course. In Smallville Clark had followed the 'generalized' path in an attempt to not stand out too much. Yet Professor Xavier refused to allow his students to waste potential of any kind.

Thankfully a better distraction came in the form of a dining room. A large one at that. With marble statues, three chandlers, and a long wooden table lined with nine ornate high backed chairs. It was, without a doubt the most ostentatious dining room Clark had ever been in.

"Mornin'." Clark said, smiling at both Scott and Jean as he joined them at the table.

"Morning." Jean said, smiling back.

"Hey." Scott said. "Are you excited?"

"About?"

"School?" Scott asked with a faint grin.

"Oh yeah, ecstatic." Clark said.

"Good morning Clark." Ororo said, interrupting, as she swept into the room with a plate of steaming food on the table.

"Good morning Ms. Monroe."

"I've told you before Clark. Please, call me Ororo." Ororo said as she set a platter on the table as she took her own seat at the table. "I apologize, but breakfast is nothing impressive this morning. I'm far from the most accomplished of cooks."

"S'ok, I'm sure its fine. Besides, I'm not that hungry this morning, so I'll probably stick to some toast."

"Clark, this is a big day, you need to eat more than toast." Ororo chided.

Clark considered protesting, not just because he was nervous. He was honestly not that hungry, he rarely was in the morning. But then again, the breakfast Ororo cooked seemed tempting.

The decision was postponed as a cheerful Kitty phased through the ceiling to take a seat on the other side of Jean.

"Morning guys, oooh, Ororo you cooked? Great!"

"...Is she always that cheerful?" Clark asked Scott, chuckling.

"Yeah, you get used it." Scott said, prompting Kitty to blow a raspberry at the older mutant, which made Scott grin wide. "You get used to the bad manners as well."

Clark laughed.

"So, are there any Mandazi?" Kitty asked, pointedly turning her attention to the food.

"Yeah." Jean said and with a gesture sent a plate over to Kitty. After the younger girl snagged a couple of the triangular doughnuts, Jean levitated the plate toward Clark. "Have you tried these before Clark?"

"No." Clark said, taking one.

Kurt decided to appear at that moment in a cloud of sulfuric smoke. Of course, Kurt almost knocked over his chair in the process.

"Kurt!" Ororo snapped. "I thought the Professor made it clear that you were not to teleport to the table."

"But Kitty..." Kurt said only to have Ororo cut him off.

"Her abilities do not have a tendency to unintentionally affect others around them."

"Sorry." Kurt sighed, before blinking. "Vait, vere's Logan?"

"Hey, yeah, he never misses breakfast when you cook." Kitty added, looking around only now seeming to notice the missing mutant.

"Unfortunately Logan is out at the moment." Storm said.

"Seriously? Did he just take off or did the Prof have something for him to do?" Kitty asked interest piqued.

"We decided that it would be best to upgrade the Danger Room." Ororo explained, trying to downplay how much damage Clark had done during his session. "As such, Logan and Professor Xavier are seeing what needs to be done."

Clark stayed quiet as the others talked about the possible upgrades. He was still trying to adjust to not only what he had done, but how easy it had been. It only made Clark more aware of how different he was to everyone, and how careful he had to be.

After a few more outlandish suggestions, the conversation shifted back to mundane topics.

"So Clark, sarcasm aside, are you nervous?" Jean asked, clearly trying to draw him back into the conversation. "I mean it's your first day in a new school in a new town."

"A little, I guess?" Clark said self-consciously adjusting the glasses he now wore. "I mean, I've always known the other kids I went to school with so this is kinda strange. At least I didn't transfer in the middle of the year though."

"It'd be totally insane, that's for sure." Kitty said with a slight scowl. "I mean, just think about we've already been through. I'd shudder to think about what we could be dealing with a couple months from now."

"Ach, dis is true." Kurt agreed teleporting across the table to grab some bacon before returning to his own seat.

Ororo shot him a scowl, but otherwise remained silent.

"Well, nobody ever said that living here would be a piece of cake." Scott said taking the plate of toast Jean hovered over to him.

"Ah, de price of being avesome." Kurt joked, earning several appreciative chuckles.

Clark should have tried to be more involved in the conversation. Instead their use of their powers distracted him. Clark's parents had always stressed that he needed to think before he used his abilities. So the casual way Jean and the others used their abilities seemed odd to Clark.

"I think after school we should totally take Clark to the mall." Kitty said, and as everyone looked at her she shrugged. "What? He didn't get to look around or anything this weekend."

"Dat's right," Kurt said with a grin. "He vas too busy vrecking herr Logan's toy."

"Guys, honestly, it's not that big a deal." Clark muttered.

"Oh come on, it's so cool." Kitty said. "You completely wrecked it. That's like, major. Seriously, I didn't think anyone could cause that amount of damage."

"I think Kitty has a point about showing Clark around Bayville." Jean said and Clark shot her a grateful look. "I don't have practice."

"I guess we could do the whole tour guide thing." Scott agreed, to the surprise of no one.

"Well, before that Clark needs to get to school early so he can pick up his schedule." Ororo said, breaking into the conversation.

"You can come with me. I need to go early for a Student Council meeting." Jean offered.

"Are you sure Duncan would be ok with that?" Scott asked.

"Duncan won't mind." Jean said, rolling her eyes "Honestly Scott I don't see why you two always think the worst of each other."

"Thanks Jean." Clark said, trying to keep the peace. He did not want the two of them getting into it and he definitely wanted to avoid any kind of relationship drama.

Clark had had enough of that back in Smallville.

* * *

 _Bayville, NY - Bayville High School..._

:

:

Emma Frost strode the halls of Bayville high with the same self-assurance as royalty. If anyone from her younger days had seen her, they would have never believed it. Until her telepathy had developed, which had been frightening, and meeting Magneto Emma had been the proverbial ugly duckling.

But now, she had blossomed both physically and emotionally. Emma also now controlled her family's company. Albeit, she did so from behind the scenes and used its profits to help Magneto. But the fact remained that Emma had taken control of her life.

Noting a group of passing boys, Emma graced them with a flirty smile, amused.

She had gone with a conservative look, not her preferred taste, but it was better not to risk upsetting the boat. For all the good it did as she still drew attention. Even if it was a more sedate type of attention that any attractive female would garner. If they got this worked up over her pleated, sea green mid-length skirt, Emma wondered how they would take her more daring wardrobe.

Putting aside her idle thoughts, Emma entered the Honors Physical Science classroom. She swept the students with a casual glance, before zeroing in her target. Her first thought upon seeing Clark Kent was that the photos Mystique proved had not done him justice.

Approaching with a slow pace, Emma had a hard time believing he was only a sophomore.

Thankfully Clark had chosen the desk-lab table closet to the window. It also helped that he was currently occupied with his textbook. This provided the perfect chance to make a suitable first impression.

"Hi." She said, flashing him a brilliant smile.

"Oh, hi." Clark said, returning her smile.

For a moment she stood there, thrown by the lack of visible reaction. Typically when guys saw her they gave her the 'once over'. Even adults were not immune from doing so.

Recovering she settled into the seat beside him.

"I'm Emma Frost."

"Clark Kent."

And it was then, as Emma noted his faint mid-western drawl, that she became unnerved.

Even when she was not using her telepathy there existed background noise. A kind of mental whispering, or white noise. But Clark Kent was a void, an empty space within that constant hum.

To her, Clark appeared to be an optical illusion. She could see and hear him, but she could not sense him. Emma had come to rely on her telepathy the way others did their eyesight or hearing, and Emma had a hard time adapting to the sudden loss.

Still, she focused on her mission.

"So, where are you from?" Emma asked.

"Smallville." Clark said, his expression making it clear he had not expected a conversation.

"That sounds familiar. It's in Kansas correct?" Emma asked in mock thoughtfulness, before managing a stunned look. "Isn't that where Lex Luthor is now? I heard rumors."

"Uh, yeah. You're right." Clark said. "It's kinda funny, sometimes I forget that he's rich and famous. At least until I leave home and mention his name."

"So you've met him?" Emma asked with false surprise.

"Yeah, you could say that." Clark said, but did not offer more on the subject of Lex. Instead he turned the conversation to her. "So what about you? Your accent isn't quite...New york-ish?"

"I would hope not." Emma sniffed, pride shining through. "I'm from Boston."

"Boston?" Clark said, tone inviting her to say more.

"I was attending The Storm King School, and yes that is a pretentious name. But it is a premier boarding school." Emma said, smirking at Clark's look of amusement. "As for how I ended up in Bayville. Father decided that my friend's were a bad influence and I was not living up to my responsibilities as a Frost."

"So he decided to send you to Bayville." Clark said.

"Well, it was not his first choice. But mother insisted that I stay abroad, to expand my horizons of course." Emma said, tone dripping with sarcasm.

Try as she might, no matter how fluid she would make her back story, some things remained immutable. Her disgust with her stepmother was chief among them. As was her fury over the alienation of her brother Christian.

"I take you two don't get along?" Clark asked, frowning.

"You know the story of Cinderella I trust?" Emma asked, earning a nod. "She is the Wicked Step-Mother, complete with daughters."

Clark stayed silent, but his expression made it clear he had no idea how to respond to that. Taking a breath, Emma decided to change tracks. No point in continuing an unnecessary and uncomfortable topic after all.

Emma shifted in her seat and rested her chin on the palm of her hand, studying Clark.

"So, tell me something Clark. How'd you end up attending Bayville?"

"I applied for a scholarship with the Xavier Institute." Clark said.

Sadly, before he could expand on that, the bell rang. The teacher stepped into the room, shutting the door behind him and a few straggling students. Emma noted that the only notable thing about Mr. Burlson was how unremarkable he appeared.

"Good morning. As you've no doubt already noticed, we have two new students with us today. I trust you'll make them feel at home here at Bayville." Mister Burlson said with a voice that bordered on raspy.

There were a few murmurs from the class at this and Emma turned in her seat to smile widely at them. Clark, she noted from the corner of eye, only gave a small nod at the other students. After a moment, the other students attention wavered and all eyes turned back to Mr. Burlson.

"If you'll turn to page 205, you'll see an example formula." Mr. Burlson said, while writing on the board in large rigid letters 'Dimensional Analysis'. "Before we start, let's define what exactly dimensional analysis is. Dimensional analysis is the practice of checking relations among physical quantities by identifying their dimensions. The dimension of any physical quantity is the combination of the basic physical dimensions that compose it."

As Mr. Burlson continued to drone on, Emma fought the urge to grind her teeth. No wonder Mystique had been smirking when she gave Emma her schedule that morning.

* * *

{System Hibernation Disabled}

{06:19:38}

System Name...: Preserver

Galactic Address..: -21.773254, -46.569823, 0,0,1, Earth, Sol System, Orion Spiral Arm, Milky Way Galaxy, Local Group, Virgo Supercluster, Laniakea Supercluster, Universe.

System ID...: 104:18:56:157

System Status...: Online

{Loading List of Scheduled Tasks}

Update to System Scheduled.

Connection-Specification: Preserver Ansible Uplink

System Name...: Cultural Anisble

Galactic Address...: 40.763517, -73.982302, 0,0,0, Krypton, Rao System, Yuda Spiral Arm, Khalav' Galaxy, Local Group, Zim-Ra Supercluster, Trolius Supercluster, Universe.

Ansible ID...: 66:6:41:21

Quantum Encryption...: Yes

Auto-calculation...: Yes

{Compensating for Galactic Drift}

[00:00.000] Update started...

[00:00.003] Attempting to create an Ansible Connection to Council Server...

[00:00.004] Connection Refused.

[00:00.418] Recalculating for Galactic Drift.

[00:00.971] Attempting to create an Ansible Connection to Council Server...

[00:00.993] Connection Refused.

[00:01.012] Recalculating for Galactic Drift.

[00:01.026] Attempting to create an Ansible Connection to Council Server...

[00:01.044] Connection Refused.

[00:01.047] Unable to Initialize Ansible Uplink.

[00:03.273] Update Terminated.

[00:03.291] Compiling Error Report for Science Council Review.

{Initializing Ansible Diagnostic}

Ansible Diagnostic Running

Preserver Uplink...: Confirmed.

Krypton Downlink...: Non-Responsive.

Mapping Networks...: No Networks Found.

Diagnostic Results...: Primary Network Failure.

{Emergency Protocol Activated}

Attempting to contact Secondary Ansible.

Secondary Ansible ID...: 66:6:43:21 - Non-responsive. Error: AC-0012

Attempting to contact Tertiary Ansible.

Tertiary Ansible ID...: 107:22:229:3 - Non-responsive. Error: AC-0013

Attempting to contact Emergency KDF Ansible.

Emergency KDF Ansible ID.: 108:162:237:62 - Non-responsive. Error: AC-0014

Network Status...: Catastrophic Network Failure.

{Extinction Protocol Activated}

Target Designation...: Earth, Sol System.

Initializing Scan For Kryptonian Biological Signature: Scan In Progress...Scan In Progress...Scan In Progress...Scan In Progress...Scan In Progress...Scan In Progress...Scan In Progress...

* * *

 _Bayville, NY. - Bayville High School..._

:

:

Back in Smallville Clark had enjoyed lunchtime, as it gave him a chance to people watch. It had also let him hang out with his friends, which he was definitely missing now. It did not help that those few he knew in Bayville were on their own schedule and not present.

Needless to say, Clark found lunch somewhat daunting now.

Threading his way through the sea of students, Clark found the situation ironic. He had always mentally scoffed at the kids that treated lunch like a battlefield. But now, with dozens of eyes watching as he passed, Clark could now appreciate that kind of mindset.

When he finally found an empty table in the corner, he breathed a sigh of relief. He tried to take it as another sign that the school was no different from back home. It was funny but when he first learned that Bayville was a private school Clark had expected school uniforms and cliché 'elites' kids.

But really, things weren't much different than back home.

Though Clark could have done without getting confused as he tried to find his way around the school. Or sitting through the start of the wrong class. Both of which had left him as self-conscious as a ten year old walking into the wrong bathroom.

Still, at least he had managed to avoid a confrontation with the 'Brotherhood'. Scott and the others had been sure they would try something. But outside of a few passing glimpses in the hallways, Clark had not seen anything of them.

Maybe he could avoid more of the conflict between the X-men and the Brotherhood. Not likely considering Clark's instinct to help where he could back in Smallville. No doubt he would be neck deep in their fights soon enough.

"Do you normally analyze your lunch that much?"

Startled, Clark looked up to discover Emma standing at his table with a tray of her own, smirking down at him. Clark could not help but notice Emma's curvy figure once more, and tried not to feel too much guilt about it. If there was a word to describe Emma Frost, it would be beautiful.

"I wasn't that focused on my food." Clark said.

"Clark, trust me, you were staring at your food as if it held the secrets of the universe." Emma said, pouting. "Which it must have, otherwise why would you ignore me?"

"Sorry?" Clark offered, not exactly sure how to respond. Emma said nothing, giving him an expectant look, while he just sat there until it dawned on him what she wanted. "Would you like to sit down?"

"Why yes Clark, I would." Emma said, favoring him with a dazzling white smile as she took a seat across from him. "So, what were you thinking about?"

"Just thinking about how things are going." Clark said. "It's the first time I've gone to a new school, and it's nothing like what I was expecting."

"I understand. The first few days at a new school can be a little daunting, especially if you're not used to it. The trick is to remember that despite the differences on the surface, all schools are the same."

"So I'm learning." Clark said. "So how about you?"

"Hm? It's not been especially interesting," Emma said with a dismissive wave. "The real fun won't start for a few weeks."

"Real fun?"

"There is a hierarchy Clark. For guy's it's easy to find your place, though it's not terribly subtle. But for us girls...well, soon enough I'll have the kind of fighting usually reserved for presidential elections."

"Seriously?" Clark asked.

He had a hard time picturing that things would be as bad Emma suggested. Though now that he looked back on the many interactions between Chloe, Lana and other girls back home. So, maybe it was not that far-fetched, but he still had his doubts.

"Oh quite serious." Emma said. "It's nothing I haven't dealt with before, so I'm not worried."

"Ok."

"On a slightly more interesting note, have you been to the library yet?" Emma asked, and at his look, shrugged. "I was assigned a book report, and unfortunately I left my private library in Boston."

"Really? That seems a little unfair." Clark responded, unable to help frowning.

"Oh, I agree. But I also don't expect special consideration." Emma said. "It's just another challenge I will have to surpass."

"Guess I'll have to show you where the library is then." Clark said, offering her a lopsided grin.

"Excellent." Emma returned with her own grin.

They spent the rest of their time until the warning bell comparing the few classes they did not share. But soon enough they discarded their trays and heading out of the spacious cafeteria. Not that it actually took them long time to reach the library.

"Well, here it is." Clark said, with a grin as they reached the library doors.

"Why thank you Clark, you are a true gentleman." Emma said, pushing open the library door. "I guess I'll see you around?"

"I'm always around."

At his response, Emma graced him with another enticing smile before disappearing inside.

For a moment, Clark stood there in silence and then grimaced. "'I'm always around'? I did not just say that."

Shaking his head, Clark made his way down the halls toward his next class.

"Clark? Hey." Kitty said, seemingly popping up from nowhere.

"Whoa!" Clark said, jumping at her sudden appearance. He looked around but found a notable lack of doors. "Where did you come from?"

"Really Clark?" Kitty asked with a teasing grin. "You want to open that door? Well, when a mommy and a daddy really love each other-"

"What? No, not like that!" Clark protested in embarrassment. "I meant you just seemed to come out of nowhere."

"Weeelllll, sometimes I take a shortcut..." Kitty said leaning forward, voice dropping to a conspiratorial whisper. "You know..."

"Ah. Gotcha." Clark said.

Clark considered asking if it was ok for her to use her powers like that. But given how casual everyone at the Institute used their powers, he figured nobody would care so long as she was careful. Still, it was going to take time to get used to the others using their powers so freely.

"So, how's your day been?" Kitty asked, breaking the silence.

"It's been ok. How's yours been?"

"It's been great. Of course, I'm not like a certain young farmer whose taking all Honors classes. That would totally stress me out, like beyond words. I mean my AP Computer course is hard enough."

"Trust me, it wasn't my first choice. But the Professor insisted I 'live up to my potential'."

"Yeah, I've heard that before." Kitty said in sympathy.

"So, shouldn't you be eating lunch with Scott and the others right now?"

"Well, sometimes I like to go outside and read." Kitty said, blushing. "So, like, are you looking forward to seeing the town after school? I promise that Bayville isn't, like, all danger rooms and stupid kidnapping guys."

Clark could only laugh at that.

"I hope so. Even Smallville had more going on than just meteor rocks and insane people."

"Oh, like what?"

"Well, there was the Talon, a coffee house that my, friend, Lana owned. And there's an old quarry where went swimming. Not much nightlife though. Sometimes on the weekend we'd head up to Topeka."

"So no cow tipping?" Kitty asked with a giggle.

"Of course, every Friday night." Clark deadpanned. "Right after the square dancing, but before the corn husking."

Kitty stared at him in surprise, before blinking.

"Seriously?"

"No, Kitty." Clark said, sighing, abruptly reminded of Chloe. Both girls had rather expressive faces. "But consider it payback for Saturday."

"Oh." Kitty said, sheepish. "I guess I should be glad you didn't get upset."

"I had a friend in Smallville who used to make those same kinds of jokes."

"Clark said as they reached the lobby."Well, enjoy your book."

"I will." Kitty said, and with a cheerful wave darted out the door into the bright autumn day.

Shaking his head, Clark turned and hurried up the stairs heading for AP Biology. He briefly considered using his super-speed, but decided against it. A decision Clark regretted as the second bell rang, signaling that he was late for his next class.

* * *

 _Bayville, NY. - Bayville High School..._

:

:

With a resounding 'clang' Scott slammed his locker shut before leaning against it. As the tension drained out of him, Scott took another breath. Most of his frustration came from the fact that he had still been unable to reach Rogue.

After she had helped them get Jean back from Fred, Scott had hoped she would be open minded. But somehow it seemed that she had pulled even further away. Not that he could give up on her, but at times like this it left him drained.

"Bad day?"

"Oh, Jean, hey." Scott said, not moving. "No, not really. Just frustrating..."

"Rogue?"

"Rogue." Scott confirmed.

"I'm sure it's not that bad." Jean said, placing a reassuring hand on his shoulder. "We'll reach her, and all of them, one day. But it can take time to change people's minds."

"I know, I know." Scott sighed, before pushing off the locker and starting down the hallway alongside Jean.

 _{I think your being a bit too hard on yourself.}_ Jean thought reaching out with her telepathy. _{You have to remember Lance, Todd and Fred were ostracized even before they got their powers. As for Rogue, she's just confused and angry Scott. Remember how our first encounter went? The whole thing was manipulated to ensure none of us knew what was going on.}_

 _{I know, you're right. But sometimes I just don't know if I'm the right person to be leading the X-men...}_ Scott though back with a frown.

 _{Don't be ridiculous.}_ Jean said along with a wave of reassurance across their mental link. _{You're doing a great job Scott. I know it's a lot of trouble, but I honestly couldn't imagine anyone else I'd rather have in charge of the X-men.}_

 _{Thanks, but don't sell yourself short Jean. You're a wonderful person and I couldn't do this, any of it, without you.}_ Scott thought back with a smile, which earned him a blush. Sensing that they had strayed into an awkward area, he changed topics. "So think Clark's been settling in ok?"

"I think so." Jean said. "It took Kurt and Kitty a while before they got comfortable here, after all."

"But?"

"I don't know I just get this sense that he's kind of closed off."

"Makes sense." Scott said after a moment, thinking about what he knew of Clark. "I don't think he wants to get too close to anyone. The way he left a few things in Smallville might have made him gun shy about making friends."

"That bad?"

"Pretty bad." Scott said, continuing the conversation through their telepathic connection. _{He almost killed his class and then later his sorta-girlfriend when his heat-vision kicked in. I get the impression though that that was only the latest incident.}_

"Well that explains this weekend." Jean said.

Scott said nothing to that, because there was nothing to say. They both understood what it was like to discover how truly dangerous your powers could be. Scott supposed he could have made a joke or some witty observation, but it hit too close to home for him.

So instead he changed topics yet again.

"So how'd Duncan take you breaking yet another date?"

"Oh!" Jean exclaimed, and actually smacked her forehead. "I can't believe I...Scott, I forgot to tell Duncan I wouldn't be able to make our study date tonight!"

"Crap." Scott said, struggling to keep from laughing. "Well, I doubt he's left yet so you can probably catch up with him."

"Hopefully. I'll meet you and Clark out front?"

"Yeah, I'll make sure he doesn't go wandering off."

"You're the best!" Jean said before hurrying off in the opposite direction in search of her boyfriend.

Scott chuckled watching her go, before he continued on his way. Only to discover that Clark was far from alone. Scott had heard the whispers about Emma Frost, and now that he saw her, he could say they had under sold her.

For Scott, Jean would always be the most beautiful girl. But he could appreciate the powerful allure Emma possessed.

"-Well, today has not been as bad as it could have been." Emma was saying, and upon noticing Scott frowned. "Hello."

"Hi," Scott said, offering his hand as he approached. "Scott Summers."

"Emma Frost." Emma said, turning her attention back to Clark. "A friend of yours Clark?"

"Yeah." Clark said giving Scott a nod of greeting. "He's from the Institute as well."

"Yeah, me and the others are going to take Clark out and show him around. Would you want to join us?"

"Thank you, but no. I am still settling into my apartment and no doubt my father is awaiting my call."

"Ok." Scott said with a shrug, though Emma seemed annoyed with him.

"Anyway, I'll see you tomorrow Clark." Emma said, touching his shoulder before walking away.

Scott and Clark stood there and watched her departure in mutual appreciation.

"Come on, we need to met Jean out front." Scott said at last, and the two set off down the hall on their own.

They walked for a more maybe three minutes, before Scott had to say something.

"Well, you certainly don't waste any time." Scott said. "First day at a new school and you've already got a girl interested in you."

"No. I mean, well, yeah, but not like..." Clark answered, sounding a little flustered.

"You know, I never would have pictured you as shy."

"I'm not shy exactly..." Clark said, running a hand through his hair. "I'm not even interested in a relationship right now. But even if I was, I'm not sure it would be a good idea. I mean, in the past, my relationship's never get far. Sometimes it my fault, I ruined things with Chloe because...I don't even know why. Maybe I was afraid of changing things, or because I couldn't bring myself to give up on Lana...but most of the time, it's because of my secrets. Each time I think I've made a connection with someone, we run full speed into my secrets. After that it's not long before the stress builds and the cracks start forming."

"You should talk to Jean about this. She's the one that has experience dating people without gifts."

"Maybe later. Speaking of her, I thought she'd be with you."

"Jean forgot to tell Duncan that she had to break their date."

"Ah, and I'm guessing he'll love that she's breaking it so you guys can all take me to the mall."

"See, not here even a week and you already got the idea." Scott said, clapping Clark on the shoulder and laughing.

* * *

 **Author's Note:**

First off, I'm sorry for the delay in posting this. I was trying to edit has fast as I could, but life just wouldn't let me. I'll be honest, I'm not entirely happy with this chapter, but I wanted to upload it on the off chance you could get some enjoyment out of it. Hopefully I'll have the next chapter ready to go by June 10th, I should have plenty of time after all.

Still, I hope you enjoy the chapter.

5/19/16 - Tweaked a few minor things.

Geor-sama


	7. Chapter 6: Duplicity - Pt 1

_:_

 _:_

 _Smallville, Ks. - Luthor Mansion..._

:

:

"Mister Luthor, security says that Doctor Hamilton is on his way."

Lex made an idle noise of agreement, before closing the folder he had been perusing and tossed it on his desk. Standing, he adjusted his suit before moving to fix himself a drink.

"Did Ms. Taya say anything about his mood?" Lex asked, turning to face his new 'assistant'.

Mercy Graves was a blonde haired and blue eyed, statuesque young woman, dressed in a tailored pin-striped black business suit. She fit the popular image of her job title. But Mr. St. John had assured him that Mercy was far more than she appeared.

Lex had had his doubts until he had seen Mercy and her partner Hope Taya sparring. The two statuesque woman put the women in the UFC (and even the men if Lex were honest) to shame. He had considered asking where they had learned to fight like that, but decided to not pry for now.

"No." Ms. Graves said. "But he's a researcher, how badly could it go?"

"Did you have to say that?" Lex asked with a wry smile.

No sooner had he said that, than the doors to his office opened, allowing a disheveled African-American man to storm in.

"Lex, I, uh, I thought we had an arrangement. Why this sudden urge for a face-to-face?" Hamilton asked, ignoring Mercy.

Lex bit back his initial response and instead he focused on Hamilton's trembling hand. He had seen that before, with another man, named Earl Jenkins and seeing it in Hamilton made Lex wary. If Hamilton was even half as delusional as Earl had been at the end - things would not end well.

"You don't look well." Ms. Graves said.

"Lex, why did you pull me away from my research?" Hamilton asked, pointedly ignoring Mercy. "You know I hate progress reports."

"I hear you're having some personnel problems at Cadmus Labs." Lex said, sipping at his scotch as he tried to project an unconcerned image.

"They were incompetent."

"They all quit when you turned violent and started throwing lab equipment." Lex said, frowning.

"Look, I thought our relationship was clear. You write the checks, I have free reign to do my work."

"I hired you to research the meteor rocks." Lex said, slamming his scotch down on the bar. "Instead, you provide me with potential lawsuits."

"Those are your problem! All I'm interested in, the only thing that matters, is finding the key to these meteors-"

"That doesn't matter!" Lex shouted, cutting the man off. "You can't ignore these lawsuits! Doctor, I'm running my own company and not only do I not have the time or the resources to pursue projects that don't bear fruit, I definitely can't afford lawsuits. Frankly, you've become a liability."

"What?" Hamilton asked, his face going slack.

"I'm sorry, but I'm afraid we've reached the end of our road together." Lex said, softening his tone. "If you need a doctor, I'm willing to take care of the expenses."

"I don't need your doctor, Lex, and I certainly don't need your condescension. It's you who needs me!" Hamilton said angrily, jabbing a finger at him with his shaking hand. "You're just a little too uh, myopic to see it."

Lex remained silent as there was little he could say. Anything he did say could provoke the man further, which was the last thing he wanted. A moment later Hamilton had stormed out of the room, slamming the office's heavy wooden door behind him.

"Well, that wasn't so bad." Mercy said after a moment, her tone rich with wry humor.

"Yes. Well. I think next time I'll let you handle the unhinged and dangerous employee."

"Well I do have some news that might improve your mood." Mercy said with a growing smirk. "Apparently your father's coming to visit."

Lex grimaced and finished his scotch before glowering at her.

* * *

 _Bayville, NY. - Xavier Institute for Gifted Children..._

:

:

Jean Grey pinched the bridge of her nose and sighed. Taking several deep breaths she resumed her paper on 'Mitosis and Meiosis'. Or at least, she tried to, but for some reason Jean drew a blank on what to write.

Tossing her pen down, she retrieved her text book and began reading. After twenty minutes, Jean realized that she had read the same paragraph a dozen times. Jean slammed her book shut and leaned away from the table in the Mansions library.

Why was she having so much trouble with this? Normally homework was the easiest part of her day, but for some reason she could not seem to focus. It was not the subject, nor was it because of her powers flaring up or from a fight with Scott or Duncan.

Standing, the red head paced the empty library. Biology was her favorite subject so it should have been easy to knock out this paper. Passing by the open door Jean could hear the sounds of the action movie from the living room.

For a moment Jean considered joining Scott, Kurt and Clark. But no, she needed to finish her paper and besides, if finished her paper soon she could always join them. Even better, she could talk Scott into watching a movie she actually wanted to see.

Closing the door she returned to her table and reopened her book.

"Kurt!"

Jean jerked at the furious screech. On its heels, a livid Kitty stormed into the library wrapped in a towel, hair a tangled wet mess.

"Where is he?!" Kitty snarled spotting Jean.

"Haven't seen him." Jean said, eying he angry younger girl. "What did he do?"

"Oh nothing, nothing at all. He only 'ported into the bathroom while I was taking a shower!"

"I'm sure it was an accident."

"I'm like, sure it was. Just like when I phase his head into a wall it will be an accident too." Kitty said with a far too innocent smile. Then before Jean could say anything else, she resumed her hunt, phasing through a nearby wall.

"Is it really too much to ask for some quiet?" Jean asked, even as she debated about going after Kitty and calming her down.

She finally decided against it, her efforts would be better spent on her paper. Besides Kurt needed to learn that there were consequences to blind teleporting. He should just be glad that it had not been Jean he caught in the shower, whatever Kitty did would be far more merciful than what Jean would do.

 _{Jean?}_

Jean grumbled in frustration as the Professor broke into her thoughts.

 _{Yes Professor?}_ Jean responded, suppressing her urge to rant.

 _{May I speak with you for a moment?}_

 _{Of course, just give me a minute.}_

Shoving her notebook and text book into her backpack, Jean left the library trying to keep calm. This had to have had something to do with Ororo's absence. Seeing Scott heading for the Professor's office as well only served to strengthen her suspicions.

"So, what do you think the odds are this is about letting Kitty have a party?" Scott asked.

"Don't even joke about that." Jean said, grinning despite her mood.

They bantered back and forth before they reached the Professor's office.

"Jean, Scott." Professor Xavier greeted as they entered. "I suppose you have some idea of why I've called you here?"

"You want us to go meet with a new student."

"Just so," Professor Xavier said, smiling at Scott. "Unlike most first encounter's, this should prove smoother than normal. The young man in question is Evan Daniels, Miss Monroe's nephew."

"Er, why? I mean shouldn't Miss Monroe be able to handle this? I mean...well, he's her nephew and she's got plenty of experience." Scott said confused.

"Is it because we're closer to his age?" Jean asked.

"That is a factor, yes."

"But there's more to it than just that, isn't there." Scott said, frowning.

"Indeed. While Evan is aware of his powers and of the Institute, he refuses to attend. Apparently he still believes himself capable of handling his powers without outside help. Despite evidence to the contrary."

"What do you mean 'still'?" Scott asked.

"When his mutant abilities first manifested, they were minor. It was felt by Ororo and her sister that it would be safe to allow him to remain at home." Professor Xavier explained. "However as you both know, mutant abilities grow in strength as the body matures."

"What exactly is Evan's mutation?" Jean asked, wondering if it was weather related in some way.

"The technical term would be 'Self-Replicating Exoskeleton'. Essentially, Evan can grow incredibly dense bone spikes. Bone spikes that he can not only vary the size of but also extend, retract and discharge from any point on his body."

"He must also possess a healing factor of some kind." Jean mused, frowning.

"An easy enough supposition. His body instantaneously heals from the wounds created during the use of his powers. The extent of this healing is far from being on the level of Logan's, but it is still present. He also posses a hyper-accelerated metabolism."

"Yeesh. At this rate I think me and Jean are the only without a healing factor or accelerated metabolism." Scott muttered.

"Some days, such as when I receive our food bill, I doubt even that." Professor Xavier responded with an amused chuckle.

"So when do you want us to leave?" Jean asked, chuckling as well.

"I promised Ororo that you would be there in the morning." Professor Xavier said. "Normally I would hesitate to ask you to miss school, but Evan is family and we are coming up on a weekend."

"But Professor, the drive only takes an hour. There's no need for us to miss the whole day."

"I know Scott. In other circumstances with a meeting so close, I would arrange for you to leave school early, but there is another issue. Cebero detected another unknown mutant in the area, but was unable to get a firm location." Professor Xavier said, his face growing pensive. "I want you to see if you cannot locate them, especially in light of recent events with Rogue and Fred."

"No sweat Professor." Scott said. "We'll leave before the others head to school which will give us plenty of time to do a search and to meet with Ms. Monroe's family before we talk with Evan."

"Good. I also urge you to remain wary."

"We will." Jean promised, determined to avoid failing as she had with Fred and Rogue.

* * *

 **Smallville:** X-Men  
Episode 7: Duplicity [pt. 1]  
by Geor-sama

* * *

 _Smallville, Ks. - Kent Farm..._

:

:

"Damn it."

Tossing his wrench down, Jonathan stalked away from the tractor. It should have been some light maintenance, but a particularly stubborn nut was holding things up. He returned a second later and kicked the tire, swearing yet again. Jonathan glared at the offending piece of machinery, knowing that if Martha had been present she would have scolded him. But at that particular moment Jonathan would have ignored her, because even if it did not fix the problem, at least it made him feel better.

Rubbing the back of his neck, he let out a heavy breath, until the sound of a honking horn pulled Jonathan out of his thoughts.

Exiting the barn, Jonathan watched with a frown as a familiar blue Ford convertible flew down his driveway. Pete should have been in school, or at least on his way there, not to mention his rather reckless driving. The car skidded to a halt a few feet away and an African-American teenager jumped out. Pete's feet skittered on the gravel before hurrying toward him. Clearly the teen was excited about something and he wanted to share it with Jonathan.

"Mr. Kent!"

"Morning Pete." Jonathan said in calm counter point. "Shouldn't you be in school?"

"School can wait. I've found it!"

"Found what?"

"Clark's ship!"

Jonathan blinked, frowned, and then blinked again. "What?"

"I found his ship!" Pete shouted, face full of competing emotions. "I found Clark's spaceship."

"What? Where? How?" Jonathan asked, trying to wrap his mind around the news. The ship had been missing since the Tornado's hit, and their search had never turned it up.

"I'll explain on the way. Come on, we don't have much time." Pete said turning and running back to his idling car.

"Martha!"

A half hour later, Jonathan and Pete were standing next to an overturned pickup in the middle of a cornfield. A few feet from the truck was the metallic arrow-head shaped space ship that had brought Clark to Earth. Somehow it seemed even more out of place now than it had sixteen years ago.

Had to be because it was not at the end of a mile long trench and burning field.

Stepping forward the elder Kent cautiously touched the ship. Part of him almost hoped it to be a fake, but found it solid and surprisingly warm. Pulling his hand away Jonathan shook his head in disbelief.

"When Clark told me, I still didn't really believe." Pete said in a hushed tone. "I mean, come on. Clark Kent, alien? But seeing this...I mean this is his ship right?"

"Yeah," Jonathan said making a slow circle around the ship. "This doesn't make any sense though, I mean it's just been sitting here all this time? Someone should have found it before now..."

"Maybe it has a cloaking device?" Pete offered, and when Jonathan looked at him, shrugged. "What? That's what they use on StarTrek."

"True, but that still doesn't explain why you found it now."

"Maybe there's some other dude from the same place Clark's from walking around in Smallville." Pete offered with a chuckle.

"Trust me Pete, if anyone else comes to Earth I don't think they'll pick Smallville."

"Think about it Mr. K. They'd be like kids in a candy store here!"

Jonathan did not have a response to that, as Pete had a point. Still it was so strange that after months of searching the ship had practically fallen in their laps. Though it was reassuring to know that the government or Lionel were not in possession of it.

"Mr. K, stop spacing out. I know I told the sheriff I couldn't remember where the truck went off the road, but it's only a matter of time before he shows up."

Pete was right. They were only six feet from the road. There was no telling when the crews would be by to retrieve the truck. Not to mention the farmer coming out check the damage to his field.

"Right. Sorry for wool gathering there. Let's get this wrenched up and loaded." Jonathan said, stepping away from Clark's ship heading back to the road and his waiting truck.

"You know, it doesn't look that heavy, we could probably load it pretty easy." Pete said, trailing after him.

"Trust me Pete, I've loaded that thing once...it's heavier than it looks. It'll be faster and easier to use the wrench."

"If you say so Mr. K."

* * *

 _New York City, NY - Milton Summers High School..._

:

:

Evan Daniels had not been having a good day. Classes had not been bad, but he had a looming 'discussion' that his aunt had nagged him into agreeing to. Maybe he could get these kids to help him convince his family that he did not need to go to this institute.

He doubted it, if aunt Ororo was anything to go by. But so what if slipped up last night at the game. He had been controlling it for this long and nobody had been the wiser.

Sighing, he opened his locker and froze. Suddenly his bad day had taken yet another nose dive as he discovered his wallet missing. Gritting his teeth, Evan slammed his locker shut.

"Not again!"

"Something wrong?"

Evan closed his eyes calming down, before turning to face his teammate/rival/friend Pietro Maximoff. The silver haired boy had a streak of arrogance so large that Evan thought it impossible. But Pietro was also willing to lend a helping hand, at least to those he considered his friends.

"Where did you come from?"

"That's a question you should be asking on the basketball court." Pietro said with a smug grin.

"Hey, look, I know you're fast man. You were really busting some great moves last night."

"You finally admit that I'm better than you!" Pietro crowed with a grin.

"I said you were faster, not better." Evan said with an answering grin. "I still got a few tricks of my own, you know."

"Sure, you do, like getting ripped off for the second time this month." Pietro said mockingly, before frowning. "Seriously, what's up with that?"

"Don't know. I even changed the combination." Evan said turning back to the locker, opening it once more to stare inside.

"Hmm, sounds like a bona fide mystery, dude."

Evan frowned. "Yeah, but I'm gonna trap this sleaze ball."

"Sure, Daniels, but you're gonna need some bait." Pietro said, offering Evan his wallet.

"Hey, thanks, man." Evan said, reluctant but eager. Taking the proffered wallet he put it in his locker. "I'll get it back to you on allowance day. Catch ya later."

* * *

 _Bayville, NY. - Bayville High..._

:

:

"I'm sorry."

Kitty sighed, turning her attention from her locker to face a repentant looking Kurt. The German mutant shuffled self-consciously under her gaze and adjusted his backpack. Rolling her eyes, Kitty resumed loading her own backpack with textbooks.

"Kitty, please. I'm really sorry."

"So you've said. Several times."

"But it is to be repeated." Kurt insisted. "I did not vish to teleport into das bathroom vile you vere showering."

"Like, don't worry about it." Kitty said, dismissing his words with a wave of her hand. Closing her locker she set off down the hall. "Besides, I've already, like, made us even."

"Vait, vat?"

Kitty didn't slow her pace, grinning slightly as he hurried to catch up to her.

"Seriously, Kitty, vat did you do?"

"Nothing!" Kitty said in sing-song.

"Kitty!" Kurt shouted. "It vas an accident! I swear!"

"I know. Which is why, like, once I calmed down I changed my mind about phasing your head into a wall." Kitty said. "Instead I decided to delete all your saved game files and lock you out of all the gaming systems."

"Vat?!"

"See you in class!" Kitty called over her shoulder, leaving a devastated Kurt behind.

Kurt should be glad that she had time to cool down. If Kitty had wanted to be truly vengeful she could have hacked into his email and humiliated him with a mass email. Of course that would have been a major overreaction for a simple accident.

Rounding the corner she found Clark and Duncan talking. Watching the two talk Kitty had to wonder how they could be on such friendly terms. The two of them were such opposites that it almost seemed impossible for them to get along.

Soon enough the blonde-football player departed and Kitty to hurried to join Clark.

"Okay, I have to know. How did you get Duncan to be nice to you?"

"What?" Clark asked, eyebrows drawn together in confusion.

"Duncan. How did you get him to be nice to you?" Kitty repeated, smirking.

"It's not that hard." Clark said, amused.

"But I mean, like, we're just sophomores. He's always treated the rest of us like second class citizens."

"To be honest Kitty, guys like him are pretty easy." Clark said as they started walking.

"Oh, is that so?"

"Well, admittedly, it helped that I've made it clear I'm not a threat to his relationship with Jean."

"Maybe you should give Scott that tip." Kitty interrupted, giggling.

Clark sighed, but he still managed a faint grin, before continuing.

"It also probably helps that I tune out about eighty percent of what he says. I just nod, smile, and make sure that the bulk of our conversations revolve around football."

"Ha! You should totally write a book on how to deal with jocks."

Clark laughed. "I can see the title now 'How to Deal with Jocks' by Clark Kent."

"It'd be a best seller." Kitty said, joining in his laughter.

"Seriously though. Duncan's not that bad." Clark said, turning somewhat serious. "I mean from the way Scott talked about him..."

"You were expecting the love child of Attila the Hun and Elizabeth Báthory?"

"Kind of, yeah. I mean, I figured some of it was just his jealousy about Jean dating the guy."

"It mostly is, though he's still a bit of a bully." Kitty said. "But he's not much worse than any other jock or upper classman."

"My thoughts exactly."

* * *

 _Smallville Ks. - Smallville Medical Center..._

:

:

"I know this isn't the type of cellular mutation I normally call you with, but I knew you'd be interested."

Doctor Richard Glenn was a thin young man who exuded an air of superiority. Exactly the sort of man that Steven Hamilton had taught at Metropolis University. He had loathed the type then and he still did only with even more fervor.

Sadly his career, such as it was now, depended on the sort of access that men like this possessed. Especially since Steven's only other source, Cadmus Labs, was no longer a viable resource.

Damn Lex and his shortsightedness.

But that would not be an issue for much longer. Lex's father had privately offered him funding. But only if Steven could provide proof of his claims on the meteors and spaceship.

"What's the room number?" Steven asked struggling to keep his nausea and rambling thoughts focused on the task at hand.

"You know the, uh, interest on my med school loans is killing me."

Steven rolled his eyes in frustration and shoved a wad of money into Glenn's coat pocket. The younger man smirked and Steven had the sudden urge to remind the man who he was dealing with.

Steven possessed his own PhD. specializing in bio-mineralogy, had taught at Metropolis University. Steven had even been on the shortlist of NASA consultants.

But he did not.

Because thinking about his past forced Steven to relive the humiliation of losing it all. All because he had fallen for a bright and cheerful undergrad student named Grace Locke.

"You should have that looked at."

Snapping out his thoughts, Steven realized he was clutching a violently twitching hand against his chest. Glowering at the younger man, he pushed Glenn back until his back rested firmly against the wall. It was not quite a shove, and there was no serious threat, but it was intimidating.

"What's the number?"

"325." Doctor Glenn said and scurried away once released.

Letting out a harsh breath Steven immediately regretted losing his temper. Conceited or not, the man had only commented on a medical concern. But between the man's attitude and Steven's frustrated anger, the outburst was inevitable.

Grinding the heel of his hand against his forehead, Steven sighed.

Hopefully Ray Wallace would have the answers he had spent the last decade searching for. Given Ray possessed a cellular mutation with a unique signature, the odds were decent. After all, Steven had only ever seen this particular type of cellular mutation once, months ago.

Still it was a long shot since Smallville had the highest rate of cellular mutation Steven had ever seen. The exotic radiation of the meteorites had resulted in virtually everyone having some degree of mutation. It was fascinating to consider just how varied the cellular mutation was.

Not to mention the rumors of it giving people strange abilities. If true, Steven did not understand how something so exotic could give some superpowers and others cancer. There had to be some other factor involved. Maybe there was a unique-type of mutation in the DNA of those who gained their abilities.

He allowed his musings to fade as he reached Ray's room. The interior was dim, filled with the sound of beeping and hissing. The center piece of it all was the sleeping form was Ray Wallace, bandaged, covered wires, and tubes.

Steven grimaced, guilt washing through him, even as his eyes sought out the machines. It was hard to tell from here, but it appeared Ray's vitals were stable if weak. But that knowledge did nothing to offer Steven any comfort.

A man was lying in a hospital hooked up to machines and under heavy sedation, because he had made a mistake. His whole body seized up, his condition flaring up, and Steven grasped the edge of the hospital bed. The bed jerked under his grasp, jarring the slumbering man awake.

"Who are you?" Ray asked, voice slurred from sleep and morphine.

"Doctor Hamilton." Steven said, thinking quick as he pulled Ray's chart and consulted it. "How do you feel?"

"Like my head got bashed in by a bulldozer." Ray said, trying to focus on him before finally giving up and letting his head fall back against the pillow.

Steven moved around to the side of the bed, keeping his tone casual as he read the chart.

"Doctor Glenn tells me you saw a spacecraft in a cornfield last night."

"I must've been babbling." Ray mumbled, but his tone held a hint of caution. "They got me pumped full of morphine."

"Who else did you babble to?" Steven asked, stopping near the monitors, giving them another glance.

"What's it to you anyway?" Ray asked, his tone growing more coherent.

"Let's just say I have a professional interest." Steven said, intending only to admit that much, but found himself speaking far more. "I looked at the field, I saw the impression in the cornstalks. Whatever made it is gone!"

"Damn." Ray muttered. "I knew I should've kept my mouth shut. Someone must've taken it."

"So you did see a ship last night, hmm?" Steven asked, struggling to retrieve his only remaining bottle of Tadpan from his pocket.

Tadpan was an experimental medication created by Cadmus Labs, derived from Lacosamide. A way to help treat those affected by meteorite induced seizures. After downing several pills, Steven focused on Ray once more.

"Who else knows about it?"

"No one." Ray said, sounding tired. "Well, it could be the kid. The one that pulled me out of my truck. Pete Ross, I think."

"Pete Ross." Steven repeated, trying to imprint the name into his memory.

"Have we met before?" Ray asked the glazed look in his eyes fading as recognition dawned.

"I don't think so." Steven said, leaning away from the man, hoping that he could escape before Ray raised the alarm.

"You were on the road last night." Ray said eyes narrowing as his voice grew angry. "You're the crazy son of a bitch who forced me off the road!"

Rage struck Steven with the unexpectedness of a sweet surprise.

He yanked the call button out of Ray's grasp and then clamped a hand over his mouth to stop his shout for help. Ray thrashed and Steven reached over to adjust the Morphine drip, flooding the line. Ray's struggles faded to nothing, as his muffled screams faded to a faint gurgle, and then finally, to nothing.

The sudden stillness snapped Steven out of his rage. He stumbled away from the still form of Ray and fled the room. As he hit the stairwell, the soul piercing shriek of the heart monitor began to fill the air.

But Steven had other things to worry about. He had to find Pete Ross.

* * *

 _Bayville, NY. - Xavier Mansion..._

:

:

"Ach, dude, you're making der rest of us look bad!"

Clark blinked, looking up from his homework but found nobody else in the dining room. At least until he looked up and found Kurt hanging from a chandelier overhead. The German boy gave him a cheerful wave, which Clark returned.

"So, how am I making you look bad?" Clark asked.

"You're doing your homevork and ve've only been back at der mansion for thirty minutes. Even Kitty vaits an hour before starting."

"Sorry?" Clark said. "It's a habit from growing up on a farm. Homework first, chores second, and fun after that."

"It vas much der same for me." Kurt said. "Vell, groving up I had no homevork, mein parent's homeschooled me. But in der circus at Munich, ve had maintence before ve could perform."

"I'm not surprised." Clark said. "So what was your act?"

"I vas der star attraction." Kurt said with pride, face lighting up in joy. "It is vhere I got mein codename Nightcrawler. Never vill you find better aerialists dan myself or mein family. Der tradition goes back four generations."

"I wish I could have seen it. I remember going to the circus once when it came to Smallville." Clark said with fondness. It had been one of his earliest memories of being with children his own age and it had been exciting.

"Ah, mein friend, there are fev things more exciting than a proper circus."

"I, like, hate to interrupt this conversation." Kitty said, entering the kitchen. "But I think we have more important things to talk about than Kurt's time as a flying monkey."

Clark laughed at that, while Kurt grumbled over the description.

"Logan is going to totally torture us today during training." Kitty said with a pout as she took a seat at the table. "Jean and Scott are out helping Ororo, so you just know he's going to old school on us."

"Relax Kitchen." Kurt said teleporting to stand beside her. "Der Professor vould not allov herr Logan to hurt us too badly."

"Hey, maybe we can sneak out before he gets to us?" Kitty said, brightening. "Kurt could like, teleport us to town and everything. Maybe go to the movies-"

"Not happening." Logan said, striding into the dining room. "I'm thinking today would be a good day for some old fashion sparring."

"Natürlich." Kurt sighed, shoulder slumping.

"You hate us don't you?" Kitty asked, unable to help her pout.

"Darlin', you'll know when I hate you." Logan said. "Better suit up, you have thirty minutes."

Clark struggled to stifle his grin as he watched Kurt and Kitty shuffle out of the room. His grin disappeared when he noticed Logan's glare fixated on him. As the silence stretched on, Clark shifted self-consciously.

"Well farmboy, what are you waiting for?" Logan asked, crossing his arms.

"Er...what?"

"What, you think cause you're invulnerable and super-strong you don't need to train?" Logan asked.

Clark blinked, uncertain what was going on. "Uh, no, but I mean..."

"Look. Chuck gave you a pass for the last month, I get that. But far as I'm concerned your grace period has officially run out."

"I don't think it's a good idea." Clark said.

He had destroyed the Danger Room, which they were still repairing. Him sparring, or doing any kind of training would be far too dangerous to get involved in.

"Ain't up for debate." Logan said. "You're going to get suited up and we're going to spar."

"I can't-"

"You're really going to make me do this?" Logan said, cutting him off. "Kid, I have at least two lifetimes of experience. I have a healing factor that almost defies description. I have an indestructible metal grafted to my skeleton and claws. So believe me when I say, I get being scared of what you can do and the terror that comes from realizing just how dangerous you really are."

"If you know that then why do you want me to do this? If I mess up, for even a split-second...I live in a world of cardboard. I have to stay in constant control so I don't break something, or someone."

"Doesn't matter." Logan said. "Yes, it's scary to imagine what could happen. But you need to man the hell up. Because if you don't learn to deal with it, then the results are going to be messy."

Clark said nothing, settling instead to stay at the older man who stared right back. Clark wanted to keep arguing, but what Logan was saying, it echoed too much of why he had come here in the first place. Still he hesitated to agree given his recent history, but after another moment Clark shut his text book.

"Fine."

"Good." Logan said. "Get going."

Gathering his homework, Clark disappeared upstairs with a burst of super speed. After that he made his way to the nearest elevator and descended to the underground levels. A few minutes later he entered the boys' locker room at the end of a hi-tech steel hallway.

"Vhoa, Clark! Are you sparring too?" Kurt asked head poking out of his dressing space as Clark stepped inside.

"It looks that way." Clark said making his way to his locker.

"Vell, if ve spar please remember I am like glass." Kurt said, emerging from his locker and adjusting his gloves.

"I'll keep that in mind." Clark said opening his own locker. "But I think since there's three of us, I'm probably going to end up with Logan as my partner."

"Ausgezeichnet! Then I shall finish mein sparring match with Kitty fast." Kurt cheered before disappearing in a near inaudible 'pop'.

Shaking his head Clark changed into his uniform and wondered if anyone else felt exposed in them. Not that he had felt that way at first, rescuing Jean had distracted him and then the science behind them. But once there had been nothing to distract him, he could not ignore how form fitting the uniforms was.

A few minutes later he was dressed and making his way outside to join the others. Naturally no sooner had Clark stepped outside than he found Kitty in the middle of stretching. For a moment he watched her, until his eyes started to itch and he quickly looked away just to be safe.

Damn it, who's idea was it for teenagers to wear skin-tight uniforms?

"Good, you're here." Logan said, emerging from the mansion, dressed in a dark blue shirt, work out pants and combat boots. "Elf, you and Kit are partners. Take the training space on the other side of the clearing. No point counting, just keep sparring until I come get you."

"Like, fine." Kitty grumbled, slouching off alongside Kurt.

"And no powers. Pure hand to hand." Logan called after them, earning him a pair of muffled curses.

"So." Clark said, wondering if this was really such a good idea. "What first?"

"First? Let's make something clear, I'll give you some credit, you have some idea of what you're doing in a fight. I'm guessing that you've picked up most of your 'style' from watching some wrestling or boxing on TV."

"Pretty much." Clark said, sheepish.

He had watched wrestling with his dad when he had been younger, which were some of his favorite memory's. Then once Clark started dealing with the meteor infected, he had made an effort to learn something about boxing. But Clark had never dedicated any real effort due to a combination of lack of interest and lack of need.

"Figured. Since you have something resembling a style we'll work with that and not throw it all out."

"Ok."

"That said, your credit only goes so far. Tubby's strong, but you're faster and stronger, he shouldn't have been able to lay a damn finger on you."

Clark nodded, wishing he could say otherwise. But Logan had a point, yet again.

"Finally, never let your guard down." Logan said, before firing a right cross at Clark's face.

* * *

 _New York City, NY - Milton Summers High School..._

:

:

Evan made a quick circuit of the school, and satisfied that he'd have an hour before the guard made his next round, approached the school. For a moment he feared that the window he had left partially opened that day would be closed, but it remained open. Pushing the window the rest of the way open Evan dropped to the floor of the empty science classroom.

He took a moment for his eyes to adjust to the dim light, and found the room even creepier than he imagined. Creeping past the rows of empty desks, he snuck into the hall. As Evan made his way down through the halls, he found it disturbing how little effort it took to sneak into school.

Something to think about later, besides, it was making his plans to catch this thief easier.

Peeking around the corner he confirmed the coast was clear before he checked his locker. It remained untouched and Evan grinned before he moved to the set of lockers directly across from it. Setting down his skateboard and helmet, Evan concentrated forming spikes on his arms.

"Ok, sneak thief. You wanna play tonight? The spike man is ready." Evan whispered before crouching in preparation.

Whatever Evan expected, it was not a gust of wind that came from nowhere. Nor the way all the combination locks began to spin from some unseen force. Yet most surprising were the lockers slamming open, their contents pulled into a whirlwind.

"Freaky man!" Evan shouted. "What's going on?!"

For a moment he could only watch, back pressing against the wall. No matter how he strained his strained his eyes he couldn't see what was causing this whirlwind. Eventually his surprise and uncertainty turned to anger and he began hurling spear like bone protrusions.

"Whatever this is, it stops now."

Despite his bravado, his efforts amounted to nothing. The whirlwind instead danced around his bone spears until Evan stopped. Abruptly the objects crashed to the ground as the whirlwind died out, revealing Pietro.

Who, for some reason, was wearing a green jumpsuit with silver armor covering his chest and shoulders.

"Pietro?"

"Call me Quicksilver." The silver haired teen said with a grin. "Like the outfit? Made it myself. Took about a quarter second. Well, would you look at this? Seems my old pal has a few tricks of his own. But as usual... not as good as mine."

Evan floundered, trying to process this discovery and what it meant. Pietro had abilities like him, but...what...how... Shaking his head Evan found his gaze drifting to Pietro's wallet. Had it only been that afternoon that he had let Evan borrow it?

After a moment Evan stooped to retrieve the wallet and faced his friend. "You've got powers too?"

"Duh. Finally." Pietro snarked. "Remember, Daniels, anything you can do, I can do better. Mind if I take that back?"

Not waiting for a response, Pietro snatched his wallet back and proceeded to thumb through it.

"But why would you wanna rip me off?" Evan asked as his shock gave to his anger once more, and a sense of betrayal.

Evan had considered Pietro a friend - a cocky, sometimes arrogant friend. But still a friend. Only now he discovered that his friend had been ripping him off. Who the hell did that, no why the hell would someone do it?

"Kicks, man. For the challenge." Pietro explained as if it should have been obvious even to a child. "Look, when you live as fast as I do, there ain't enough things to occupy my time. I gotta entertain myself. And you thought you could stop me. well-" Pietro trailed off before thumping Evan in the chest. "-wrong again!"

"Don't bet on it." Evan growled, and hurled a bone spike at Pietro.

The other teen dodged it with ease.

"Too slow. What a surprise." Pietro said with a dramatic yawn. "You know, I think you're gonna need some more time to work on those powers of yours. Maybe I can arrange it."

"What do you mean?" Evan asked cautious.

"Can you say scapegoat?"

With that Pietro disappeared in a blur of silver and green, leaving a bewildered Evan behind. As the meaning behind Peitro's words began to register, Evan's stomach dropped. He turned ready to flee, just as the doors at the end of hallway burst open and two police officers entered.

* * *

 _Bayville, NY. - Xavier Mansion..._

:

:

Professor Charles Xavier had never studied anything so intently as the data currently displayed on his monitored. Then again this was the first time he was studying an alien being. For all the good it did, even with the vast knowledge and experience Charles possessed, their remained large gaps in the biological process concerning Clark's abilities.

Sighing he typed a command, clearing the screen and sat back in contemplation. It had taken longer than he would have liked, but at least now he had a rudimentary understanding of how Clark's powers operated. Tomorrow he would have to make it sit down with Clark and tell him what he knew.

Though Clark had shown a shocking lack of interest.

Truth be told, Clark had been far more interested in his progress of contacting Ryan James and helping him. Charles wished he had known of Ryan sooner, and he had been hopeful early on. But they had been unable to find any trace of Ryan or his aunt after they moved to Edge City.

More alarming was the fact that the emails Clark had received were sent through several proxies servers. Given Ryan's Telepathy, their disappearance worried Charles a great deal. So much so that enlisting SHIELD to help in the search was a serious possibility.

Further musings were interrupted by his phone, and Charles glanced at his wall clock. He could not help but frown, wondering who would be calling him so late. It could be Ororo, or perhaps one of his other contacts.

Sighing, he answered the phone. "Xavier Institute, Professor Charles Xavier speaking."

"Charles, its Ororo. We have...a problem with Evan."

"Define problem?" Charles asked, pinching the bridge of his nose.

"Apparently he broke into his school and was going through his fellow students lockers. I believe this to be false, according to the officer's he claimed that he had gone to the school only to confront the real thief."

"But of course the authorities doubt his story considering the evidence." Charles said with a sigh. "Very well, I have a few favors I can use to help...but you must make it clear to Evan that if he accepts my help, then he will be required to join the Institute."

"I think Vivian will insist, even he refuses." Ororo said, sounding relieved. "Thank you Charles."

"Think nothing of it Ororo, we do what we must for family."

* * *

 _Smallville, Ks. - Ross Farm..._  
:

:

Pete woke in the semi dark of his room, uncertain why. Groggy he rolled over and glared at his alarm clock, as if was why was awake in the middle of the night. After a few minutes he began to drift off once more, but some primal part of Pete refused to let him.

Sleepily Pete tried to convince his mind that he had just heard his parents arguing. But he could not shake the feeling that something was up and with annoyed snort Pete finally got up. Maybe if he just checked the house out it would settle him down and he could go back to sleep.

His first stop was his parents room, on the off chance that he had heard them arguing. But no, both were sound asleep and besides, even they needed a break from fighting. He worked his way downstairs, checking first the front door and then the back.

Satisfied that all was as it should be, Pete raided the fridge since he was up. Finding some edible food among the days old leftovers, Pete settled down at the kitchen table.

He still was not sure what woke him, but he was ready to dismiss it as stress. Since he had found Clark's missing spaceship, Pete had been expecting MIB-style goons. He had taken maybe three or four bites when a faint thud filled the kitchen and he froze.

Heart now jack hammering in his chest, Pete got up slow and did a complete turn. His kitchen remained empty, though considering Smallville that did not offer as much comfort. Still, as his heart started to slow and he almost laughed it off as his imagination, until he heard it again.

Now that he was not caught unaware, Pete realized that the nose was both muffled and coming from out back. Cautious he moved to the window over the sink and peeked out into the night. Nothing looked out of the ordinary, at least at first, until he caught a flash of light in the window of the tool shed.

Why would anyone be rummaging around in there?

He was out the backdoor and halfway across the yard before faltering, realizing how bad of an idea this was. Confronting someone in the middle of the night was dangerous enough. But he had also forgotten to grab the baseball bat his dad kept near the backdoor.

Another thud made him jump, but he decided that he would just risk a peek through the shed window. If it was anyone dangerous Pete would just go back and call the police. If not he'd just slip in and grab a tool before confronting them.

Reaching the shed, Pete took a steadying breath and peeked through the window. At first all he saw was a bobbing circle of a flashlight, but then caught a glimpse of the figures face. It was the crackpot that sold meteors on the side of the road, Doctor Hamilton.

Snorting in annoyance, Pete moved to the door and slipped inside. But his hand found no tools nearby. Oh well, not that he needed them to deal with this guy, Pete was younger and stronger.

"What the hell do you think you're doing?"

Hamilton spun around startled. His flashlight arcing up to Pete's face, forcing him to cover his eyes.

"You! You're the one that took the spacecraft."

Pete blinked against the light...and then what he said registered. "Spaceship?"

"Don't try and deny it. Tell me where it is!" Hamilton demanded, aggressively closing in.

"I don't know what your-"

"Where is it?!" Hamilton shouted and shoved him back. Pete stumbled and found himself pinned to the wall with a forearm against his throat.

"Man, you don't know who you're messing with!" Pete shouted, trying to shove the man away, but found he had no leverage.

"You know who it belongs to." Hamilton breathed in a mixture of shock and delight.

The pressure eased off Pete's throat somewhat and he realized too late his mistake. "Look, I don't know anything...I- I was just trying to bluff..."

"Tell me. Tell me who it is!" Hamilton shouted, spittle flying.

Pete knocked the arm still against his neck aside and punched Hamilton. The man reeled back and Pete made a break for the door. Only he managed to trip over something that sent him sprawling to the ground.

Pete scrambled back to his feet, trying to continue his escape, only to receive a sharp blow to the back of his head and his world went dark.

* * *

 **Author's Note:**

Edit 6/10/16: Somehow I lost the scene with Pete when I uploaded the first time. Upon noticing I went back and added it in.

Geor-sama


	8. Chapter 7: Duplicity - Pt 2

**:**

 **:**

 **Smallville:** X-men  
Episode 8: Duplicity [pt 2.]  
by Geor-sama

* * *

 _Bayville, NY. - Xavier Institute..._

 _:_

 _:_

Standing outside Professor Xavier's office, Clark shifted from foot to foot in uncertainty. It was early and the professor had only gotten back late last night after being gone for the whole weekend. Still, before he left Professor Xavier had asked Clark to speak with him 'first thing Monday'.

Taking a breath, Clark finally knocked only to receive no answer. He hesitated for a moment and then tried the door, finding it unlocked. Easing it open he peaked inside and found the professor behind his desk, staring out the window.

Clark grew wary at the distant expression on the professor's face. Clearly something was wearing heavy on his mind, and Clark considered leaving. But the Professor had asked, and Clark did not want to continue dreading this conversation.

"Excuse me, Professor?"

"Oh, Clark." Professor Xavier said, breaking out of his thoughts as he turned to face him. "I'm sorry. Come in, please."

Closing the door behind him Clark crossed the office and took a seat across from the older man.

"I trust you're having a good morning so far?"

"So far, so good." Clark said. "Though, if it wasn't for my super speed I would be going hungry with Kurt around."

"Good. That's good..."

"Is everything alright?" Clark asked, frowning as the professor's distant look returned.

"Yes, or at least, as alright as things can be given the problem. I must apologize for being so distracted this morning. The emergency I dealt with this weekend...it has stirred up old memories."

"Oh." Clark said.

Clark and the others had all talked about it, reaching a consensus that it was 'personal business'. It appeared they were right, and as much as Clark wanted to know, he let it go. But somehow the Professor managed to pick up on Clark's curiosity and decided to explain.

"I have a brother. Well, half-brother, Cain Marko. Like you he has vast strength and incredible durability." Professor Xavier said. "However, he is a...very troubled case. I admit I do not like to dwell upon his situation. This weekend I was forced to do just that and, as I said...old memories."

"Is he ok?" Clark asked, uncertain he wanted to broach the topic.

"A given value of Ok, perhaps." Professor Xavier said with a wry tone. "Now, I believe we had other matters to discuss."

"Ryan?" Clark asked, hopeful.

"Unfortunately, I've had little success in contacting him. But rest assured, I will continue to try."

Clark frowned, dissatisfied with the news, but nodded in acceptance. Still it bothered him that the professor was having so much trouble tracking Ryan down.

"I know you feel responsible Clark, but I have to ask that you do nothing rash."

"I-" Clark started, lowering his gaze. "It's just, his I promised him his life would get better. If you're having this much trouble...I'm just afraid of what happened."

"I understand." Professor Xavier said kindly. "But I promise you, we will find him. While I was away, I spoke with my contacts and they will help."

Clark nodded again, and after a few more moments the Professor started talking once more.

"Now, I'm sure you're curious why I wanted to talk Friday. While I wanted to keep you updated on my search for Ryan, the primary reason was your evaluation."

"I had almost forgotten that you were studying that." Clark admitted.

Part of him had been anticipating the results. It was a chance to _finally_ understand how his body worked. But he had also been dreading it, as it would be a sharp reminder of how different he was from everyone he knew.

"It took longer than I preferred, we still have incomplete data points and Quantum Evolution is still in its infancy but I have developed a working theory."

"Quantum Evolution?" Clark asked.

"An outgrowth of the neglected field of Quantum Biology, that concerns itself with super-human abilities derived from a mutation." Professor Xavier said, lacing his fingers together. "Now as for my theory. Tell me Clark, are you familiar with the concept of a Blackbody?"

"Yes." Clark said, wondering why the Professor brought it up. A Blackbody absorbed all electromagnetic radiation it came into contact with- Clark's eyes widen in sudden understanding.

The Professor seemed to find his expression funny. Reaching over he typed a few keys before turning his monitor to face Clark. On the screen was a series of graphs and data streams along with a digitally rendered Clark.

Clark studied the screen, fascinated to see the countless bands of radiation he was currently absorbing and processing. There were radio waves, microwave, infrared, gamma...not to mention one of the largest concentrations being labeled as only 'solar radiation'. Did that mean that Clark was not only absorbing the visible part of the spectrum but also the ultraviolet? Then of course there were the other bands that were labeled simply as 'unknown'.

Clark sat back, stunned, unsure how to process his new found knowledge. However, the longer he thought about it the more his fascination turned to concern. If he was absorbing and processing all this radiation, what did that mean for everyone around him?

"You can see why I would equate you to a blackbody? It's not a perfect theory of course as you lack a few characteristics typical of true blackbodies-"

"Professor." Clark said, cutting the man off. Professor Xavier looked surprised, but gestured for Clark to go ahead. "If I'm absorbing all this radiation and then 'emitting' it is that safe? I mean, I'm not irradiating everyone am I?"

Professor Xavier's expression turned sheepish.

"Ah, I apologize. I got caught up in the science, a habit I've had since my university days I'm afraid. In regards to your concern, I can assure you that your abilities are perfectly safe."

"Are you sure?" Clark asked, turning his attention to the monitor once more.

"Yes. As I said, we are missing data points, but as you can see," Professor Xavier said changing the readouts. "Your body somehow manages to 'clean' the radiation you absorb, which would be considered scientifically impossible. It's extraordinary, as is the fact that you do not seem to draw in an excess amount of radiation. Also, I can't be entirely certain, but it appears that you lower local background radiation levels."

"That's...wow..."

"Of course there are still questions. How exactly does your body process this energy and use it to fuel your various abilities? What are these 'unknown' bands of radiation? We can extrapolate that given your invulnerability you're absorbing neutrinos. But that still leaves a dozen other's unaccounted for. Then of course we have to ask, how it is possible for an object your size to have a power output so disproportionate?"

"What do you mean?"

"Clark. Your output is roughly the equivalent of nine hundred megawatts, or nearly double the total power output of Norway."

Clark shook his head, unable to find anything to say. That amount of power, it was almost beyond Clark's ability to process - nine hundred megawatts, that was the same amount of energy that the CANDU nuclear reactor produced. Just how powerful was he and more importantly, how much more powerful was he going to become when he got older?

Sitting forward, Clark covered his face, just unable to truly process the knowledge.

"What about the meteorites?" Clark asked after several long moments.

"Meteorites?" Professor Xavier, tone curious.

"The meteor rocks in Smallville." Clark said, sitting up and facing the Professor. "We explained about how they change people, give them powers. But for me they just cause pain."

"I see. I admit, with our failure to notice the Smallville Mutants, we have been looking into these meteorites. We do know that they emit an exotic band of radiation so it's clear you absorb that radiation. However, it is also clear that for whatever reason, you are simply unable to process it."

Clark nodded, accepting that.

"However, I have to ask this pain you experience, can you describe it?" Professor Xavier asked, frowning.

"At first I'm just nauseous and dizzy." Clark said, gritting his teeth as his perfect memory allowed him to experience a perfect recall of the pain. "But then I start sweating before getting what I think is a migraine. After that it's like my blood is boiling while all of my nerve endings explode, and someone is shoving jagged piece of glass into my muscles. I can't move or think, I can barely breathe."

"How close do you need to be before they affect you?" Professor Xavier asked his expression grave.

Clark took a deep breath, before letting it out slow, letting the remembered pain fade away.

"I'm not sure, but I think size is a factor. I know that a small piece, about the size of a pebble needed to be within five feet of me. Though I never realized why I used to get sick or clumsy until last year."

"How strange."

"Not the way I would describe it." Clark muttered.

"No, I would imagine not." Professor Xavier said adding after a moment. "Still, at least we have some answers now. I promise I will also see if I cannot find some way to counter this reaction to these meteorites."

"Thanks." Clark said, shoulders slumping.

But even as he relaxed, happy to understand a bit more about how his body worked, he started to realize that only made things worse. Because now he was aware of how little he actually knew.

* * *

 _Smallville, Ks. - Luthor Mansion..._

 _:_

 _:_

Lex Luthor hated his father, and for good reason. Lionel Luthor was a manipulative, untrustworthy bastard of the highest order. The man had hurt his family repeatedly and in ways that defied even Lex's description.

Yet, in spite of that, Lex still had some love for his father.

This explained why when Lionel asked to stay in the mansion while on break from his physical therapy, Lex had agreed. Only now Lex knew better, Lionel had left without his doctor's approval. This meant that whatever Lionel wanted in Smallville would involve destroying everything Lex had built.

Well, if the man expected to wrest the recently founded Lexcorp away he was in for a surprise. The Lex led employee buyout had been a harsh blow to Lionel's ego. One that he had known would not go unchallenged for long.

So, alongside hiring St. John Lex had used dummy accounts to buy up the employee shares. Well except for ten percent of shares that he had bought on behalf of the Kent's, who remained unaware of that fact. So with a majority control of the stock, Lex was confident he could block anything his father tried.

Reaching the door to his study, Lex paused, unsurprised to find Lionel sitting at his desk. It also failed to surprise him to discover the man using a device of some kind to read a report aloud. A report that Lex thought he had already destroyed.

"-gments spread over a large area south of County Highway 17. These fragments vary in circumference from 24 microns to 562 millimeters."

"Interesting reading, dad?" Lex asked, keeping his tone light as he leaned against the door frame.

"Lex. I didn't hear you come in." Lionel said, surprised, or at least acting like it.

"I'm surprised. Doctor Roland says he's noticed a marked improvement in your other senses since you lost your sight."

"You spoke to Roland?"

Lex remained silent, not dignifying that rather stilted 'shocked' question with an answer. Lionel was no more surprised at Lex uncover his fabrication than Lex was to find his father sitting at his desk reading private documents.

"You can imagine my surprise when he told me how worried he was that you'd gone AWOL. You've missed several physical therapy sessions. In fact, he says the worst thing for you right now is to be away from your care providers."

Lionel frowned, removing his sunglasses and turned his milk-white eyes in Lex's general direction. As dramatic displays to garner sympathy, Lex thought it rather good.

"Do you have any idea how degrading it is to be constantly poked and prodded by occupational therapists? How demeaning it is to be told by a Braille instructor, 'One day, one day, all this will feel natural'? You want the truth, Lex? I was tired of being treated like an object, an invalid. I had to get away from that."

Lex sighed tactic or not the anger in Lionel's tone was real.

"So you decided a couple days of Oedipal mano a mano would make you feel better?"

"Your analogy is apt but flawed, Lex. Blind Oedipus was the son, not the father. I'll go back to Metropolis." Lionel said, putting on his sunglasses and used his cane to help him stand.

Lex almost grinned at the display. As if Lionel would ever actually back off. Still, best to play along. "So, your sudden interest in Doctor Hamilton was just a coincidence?"

"I admit I find his work intriguing."

"He's sick, possibly delusional."

"Never underestimate the value of eccentrics and lunatics, Lex. Every Arthur needs his Merlin. Hamilton said that he found some sort of, um, disk and that you had it."

"He's mistaken." Lex said, unable to help the anger that leaked into his voice.

He wished he could be as ruthless as his father, because Hamilton knew too much. Thinking it through, it was probably exactly why his father had broached the topic. Even now Lionel was trying to nudge Lex into Lionel's way of thinking.

"Oh, even so, I think it may have been a bit rash to terminate his contract."

"Why do you say that?"

"Experience. Even if he is delusional, he could still give you keys to great breakthroughs."

"I'll keep that in mind." Lex said he grinned turning back to his father. "If you'll excuse me? No rest for the wicked and all that."

"Of course." Lionel said, slowly making his way out of the office.

* * *

 _Bayville, NY. - Bayville High School..._

:

:

Emma Frost smirked as a boy lost focus and walked into a door and a jealous girlfriend elbowed her boyfriend. Clearly Emma looked as good as she thought she did, though she would prefer hearing some new thoughts about her attractiveness. Still it did help to reassure her that Clark would find her irresistible.

Normally she could rely on her telepathy to know that kind of thing, but Clark rendered that edge mute. So instead Emma had to do things the old fashion way, which while it could be enjoyable left her frustrated. Hence why she had decided to take a more direct approach than what she had been trying.

Today she was going to do something she had never had to do before, she was going to ask Clark Kent out. To that end she had selected her most revealing, yet school dress code complaint, outfit: A mid-thigh skirt that swirled around her luscious legs and a v-neck blouse that revealed ample cleavage. Which when combined with her tigress like self-confidence meant one thing.

Clark Kent would not know what hit him.

Rounding the corner she found her prey and paused, watching Clark gather his books for the next class. Her smirk growing, Emma started to strut toward him, noting belatedly that he was not alone. Kurt Wagner was talking animatedly about something, but upon noticing her stopped talking.

Maybe even stopped breathing, it was hard to tell. But the sudden thought of 'hot damn' with a German flavor to it could not be mistaken by Emma. She graced him with a pleasant smile before turning her full attention to Clark.

Emma actually held her breath as Clark at last noticed her presence, waiting to see his reaction. Her anticipation suffered an ignoble death as instead of staring he just smiled at her.

Instead of showing irritation at his lack of response, she came to a stop and gave him her most enticing smile.

"Morning Emma."

"Clark. I trust you had a good weekend?"

"It was ok." Clark said. "A new student joined us at the Institute. Speaking of, if you see him around and he seems lost, would you mind helping him out?"

"If I must." Emma said with a mock sigh."So does he have a name, or shall I simply call him 'new student'?"

Clark laughed. "Evan Daniels."

"I'll keep an eye out for him then."

"Thanks." Clark said. "So, how was your weekend?"

"Sadly, my weekend did not go that well." Emma said with a faint scowl.

"It couldn't have been that bad."

"Do not speak of that which you do not know." Emma said haughtily, which earned her a sheepish grin, and Emma's stomach did a little flutter.

"Ah, sorry. Trouble with the family?"

"You're forgiven." Emma said, leaning against his locker hopefully drawing attention to her legs. "Not as such, no. For the most part we kept out of each other's way. But I did learn that I'm expected to attend a business party at the end of next month."

"I'm sorry?" Clark offered with a note of uncertainty.

"I appreciate the sentiment." Emma said before huffing out a breath of air and straightening up. "Actually, that's why I wanted to speak with you this morning."

"Oh?"

"Yes. I need an escort otherwise I'll have to put up with a bunch of grabby businessmen's sons." Emma said, reaching out to touch his arm. "So naturally, I thought of you."

"Emma, I'm not sure...I mean, I'm flattered, but I'm not sure I'd fit in."

"Clark, believe me when I say that you are a very handsome young man. In a suit and tie, I have no trouble picturing you as a peer with the likes of Bruce Wayne or Harry Osborn."

"I don't know."

"Please, Clark?" Emma asked with just the right note of pleading as she leaned forward. This had the added benefit of giving him a clear view down her shirt if he chose to look.

Kurt did, briefly, but Clark kept his gaze fixed on her face.

"I guess I can." Clark said at last, shoulders slumping. "I mean, what are friends for right?"

"Oh thank you!" Emma said and with a pleased grin stood on her tiptoes to kiss his cheek. It also had the benefit of pressing her body against Clark's. When she pulled back there was no missing his flustered expression.

Finally, a reaction!

"We'll talk more about it after school." Emma said, almost purring.

Then with a parting smile at Kurt, she strode off, a breathless German accented exclamation of 'Dude!' in her wake.

* * *

 _Smallville, Ks. - Luthor Mansion..._

:

:

"We've finished our audit and all projects are in order. It doesn't appear Hamilton compromised Cadmus or misappropriated research material. Just to be safe, we'll initiate an eight-hour reboot of our systems. After which we'll perform another audit."

"Good." Lex said. "I want to know the results as soon as their ready."

"Of course." Director Paul Westfield said, taping his tablet before offering it to Lex. "On a separate piece of business, I have some numbers for you to sign off on."

"I'm not just going to rubber stamp your budget." Lex said, taking the tablet from Director Westfield.

"Nor do I expect you to. I'm willing to justify every expense. But I have every confidence that my budget will keep Cadmus cutting edge and not hurt your bottom line."

Lex frowned, but said nothing as he began perusing the proposed budget. Nothing looked too unusual, but then again Lex knew better than to trust his first look. He had done that before and it had cost Luthorcorp millions.

A knock at his office door curtailed further review of the budget.

"Enter." Lex said putting the tablet aside.

The office door opened and Mercy strode in, her face expressionless.

"Is there an issue Ms. Graves?"

Mercy gave a singular, curt nod in response and Lex turned back to Director Westfield.

"If you'll excuse me?" Lex said. "I'll finish my review later."

"Of course." Westfield said, giving Mercy a polite nod as he stood and straightened his suit.

Once he was out of the office and the door closed, Lex sat back and sighed. He had chosen Paul Westfield as Cadmus Director because on paper he seemed perfect. The man was a respected geneticist and a practical administrator with an excellent track record. Only it turned out that the man also seemed intent on obtaining power and control.

Exactly the kind of man that Lionel would approve of, until Westfield proved too much of a liability or his ambition outpaced his abilities.

"I take it you didn't enjoy the meeting." Mercy said after another moment, tone dry. His flat look seemed to amuse her.

"Just tell me whatever it is you need to tell me."

"Of course Mister Luthor. You have a guest from your trusted list, one Chloe Sullivan."

"Ah." Lex said. "Have someone show my guest in then."

"Of course." Mercy said with a nod before leaving to do just that.

Lex sighed and returned to the Cadmus' budget. Nothing leapt out at him. Though it appeared Westfield wanted to increase their research into nanoparticles for medical research.

When his office door opened again, Lex put the tablet aside once more and stood.

"Chloe, to what do I owe the honor of this visit?" Lex said to the young woman entering his office. "If this is about our fertilizer producing a three-eyed fish..."

"Pete's missing."

"What?" Lex asked, thrown.

When he recovered Lex finally noticed the lack of her usually cheerful charm. That set him on edge. He and Pete had never gotten along, due to blind resentment on the younger boy's part. Still, Chloe and Clark both considered Pete a close friend.

"He wasn't in school." Chloe said. "Nobody's seen or heard from him all weekend."

"Ok and you're bringing this to me why?" Lex asked, frowning. "I'm sure Judge Ross already has law enforcement involved."

Chloe shook her head. "When I talked to her, she just says he was probably still blowing off steam."

"Why would he need to do that?"

Chloe hesitated for a moment, before letting out a sharp breath. "Apparently his parents have been fighting lately."

"Ah." Lex said, frowning. "Well speaking from personal experience, cathartic bender's can take a while."

"Maybe, but I know Pete. Staying gone like this, without calling anyone isn't him."

Lex frowned, still not seeing why Chloe brought this to him. Though it did seem odd that Judge Ross minimal concern over her son's unexpected disappearance. She was either trying to downplay a scandal, much like his father would, or she really did believe there was nothing to worry about.

"All right Chloe, continue."

Nodding she stepped closer, holding out a set of papers. "So, as I said nobody's heard from him all weekend. Well I was working on an article involving that accident that happened last Friday -"

"Accident?" Lex interrupted, taking the papers.

"The one out on K-10 Highway, with Ray Wallace. He's the local locksmith that got ran off the road. Anyway Pete pulled the guy from his mangled truck and rushed him to the hospital. I wanted it to be a Torch exclusive, especially with the guy's claim about the spaceship -"

"A spaceship? Really Chloe?" Lex asked, giving her a wry grin.

"What, I had to look into it. But Pete swore there wasn't one when I asked and none of the police reports or my own search turned up anything." Chloe said, before waving a hand. "The point is Ray ended up dying in the hospital and I started looking into it on the off chance something was off. Apparently they ruled his death as an accident. The machine responsible for administrating his morphine suffered a 'regrettable malfunction'. One that resulted in a lethal overdose."

Lex hummed in acknowledgement, flipping through the file in his hands. Until he reached a printout of the hospital's visitors log. Where a single highlighted name jumped out at him.

"It all seemed fine, but then I noticed something. The malfunction coincided with his first and only visitor."

"Doctor Steven Hamilton." Lex said, almost growling the name.

"Exactly." Chloe said, and then paused. "Wait, you know him?"

"I recently acquired a research facility, where he served as a consultant." Lex said, furious. "He passed the background check, but when I informed him that we would be shifting focus away from the meteorites he got upset and I let him go...he didn't react well."

"I'm not surprised. The man's obsessed with them, and I mean full on Arkham Asylum obsessed." Chloe said. "So I figured, why would he visit Ray? The only explanation that makes sense is that he heard Ray's story about the ship..."

Lex grimaced realizing how badly he had underestimated the doctor's obsession. If Chloe was right, and Lex believed she was, then what happened to Pete was on him. He might be a lot of things, but he did not want to be responsible for an innocent teen's death.

"You're right." Lex said. "He would visit the field, but find nothing. So then he'd visit Ray and for whatever reason decided to kill him. But he'd still be looking for the ship. Leaving Pete, and when Pete couldn't tell him anything he decided to kidnap him."

"That's pretty much what I figured." Chloe said.

"And I'm guessing you came to me because you got these files through less than legal means."

Chloe's expression shifted from surprise to anger.

"I came to you because Pete's in danger and I thought you would help!"

"Oh Chloe, of course I'm going to help." Lex said, smirking at her outburst. "That was never in question."

"Seriously?" Chloe asked, her face not sure which expression to make.

"You and Clark are my friends and this is important to you. Not to mention that you can't buy the kind of PR saving a judges son will give you. "

"Oh." Chloe said, suddenly sheepish.

* * *

 _Bayville, NY. - Xavier Institute..._

:

:

Clark adjusted his goggles and having second thoughts about this group training session. It was one thing to spar with Logan, but he others were a bit more fragile. The only reason he had not put up more of a fight was that it was a supposed to be 'teamwork' training.

Though with the Danger Room still under repairs, he had to wonder what exactly that meant. Though considering they were making their way through the woods his guess was some hide and seek of some kind.

"I thought today would never end!" Kitty said, breaking the group silence.

"It wasn't das bad." Kurt said.

"You're obviously overworked and thus your opinion does not count." Kitty shot back, waving her hand airily.

"She has a point." Jean said, trailing behind them beside Scott.

"Like, thanks Jean!"

"No problem, we girls have to stick together after all." Jean said with a grin.

"Well, what would you suggest to fix that?" Clark asked.

"The Mall!" Jean and Kitty chorused, before breaking into laughter.

"Why am I not surprised?" Clark asked, glancing back at a grinning Scott.

"It is a bit predictable."

While the others laughed, Clark glanced at the newest Institute member. Somehow it did not surprise him to find Evan scowling at nothing. Clark did not know him well, but it seemed either he was always scowling or indifferent.

"Man, I wish I knew what they were going to have us doing." Evan grumbled. "I mean, why do we have to walk all the way out here?"

"Well, we don't normally go this far from the main grounds." Scott said. "So they must have something different planned."

"Yeah, well, I can't wait for them to fix the danger room." Kitty said, and then pouted. "I can't like, believe I just said that."

"It's ok Kitty," Kurt chimed in as they crested a slope. "Clark vill just demolish it for us aga - is das a vall?"

"It is." Clark confirmed, pretending that he had not heard that last exchange. Or noticed the look Evan was giving him.

Instead he focused on the field ahead of them, frowning in consideration. It was half the size of a football field, divided by a knee high wall while the walls around the sides were waist high. Oh and one side seemed narrower than the other.

"Tennis court maybe?" Evan asked.

"No, we already have one." Jean said. "Kurt, bird's eye?"

"On it." Kurt agreed and disappeared in a puff of smoke before reappearing a few seconds later. "It's exactly vat it luks like, a sports field of some kind."

"When is anything what it looks like around here?" Scott asked rhetorically."Well, lets' go see what they have in mind."

That said, Scott lead the way down to the odd field. Nothing seemed out of place as they approached, though Jean seemed tense. It was not until they reached the wall and a small gust from overheard drew their attention.

Ororo descended from overhead, smiling at them beatifically. Yet for some reason that did not reassure Clark, nor did it seem to set the others at ease. The only one who did not seem to suspect something was Evan.

"You're training us today Aunty O?"

"I am indeed." Ororo said, adopting a somewhat casual stance. "But first, I trust you all had a good day at school?"

They each made noises of agreement.

"Excellent." Ororo said. "So, I take it you are wondering about the field behind me?"

"Ja." Kurt said, cautious.

"Well, rest assured that while Logan did help me with it, he did not add any surprises." Ororo said, turning to gesture to the field itself. "I felt you would appreciate something other than an obstacle course or sparring."

Clark glanced from her to the field and back, frowning as he considered what she had in mind. Given the isolated location, it would clearly involve their powers in some fashion. Then again that was a no brainier, given that almost every activity around here included using their powers.

"So, like, what exactly are we going to be doing?" Kitty asked.

Instead of speaking, Ororo instead held her hand out. A second later a gust of wind carried a large red ball over the wall behind her, depositing it in her waiting grasp. She waited a moment for the meaning to set in and then tossed the ball under handed at Kitty.

Kitty caught it and gulped. "O-oh..."

"I trust you are all old enough to at least know the basics of how to play." Ororo said, turning her attention to the rest of them. "I know dodge ball is not as wide spread now as it once was, but I believe that there is a place in our lives for traditions."

Clark felt his stomach clench, recalling the last time he had played the game. He had been ten and had dodged a ball thrown by a vindictive older student. This had resulted in Greg Arkin's nose breaking.

"Are you going to assign teams or pick captains and let them do it?" Jean asked.

"Neither, actually." Ororo said. "In the interest of being fair, it shall be everyone against Clark."

Clark blinked, turning his gaze from a smiling Ororo to the others. Kurt and Kitty looked shocked, while Evan appeared curious. Scott had no change in expression, and Jean looked almost predatory.

Clark fought the urge to gulp. In just the short time he had been at the Institute, he had learned one thing. Jean had a large competitive streak, and that look was one she wore when intent on destroying her opponent.

"Neither side may cross the boundary line, of course." Ororo said. "You may use your powers, though Clark you will be limited to super-speed only. Please take the field...oh and Clark, your side is the smaller one. "

"Whoa, wait a minute." Evan said, frowning. "You seriously want us to play dodge ball? I thought this was supposed to be training."

"But it is, Evan. Yes, you will be playing a game, but it will also aid you in learning to use your abilities as a team. There will be opponents and obstacles that you cannot overcome alone. But by working in tandem it is possible to achieve great things."

In the wake of that Evan joined the others in taking the field.

Clark noted that all the balls were resting on the side of the field opposite him. The others wasted no time in gathering their ammunition, though nobody made a move to attack. The expectant standoff lasted only for a moment and with cry of 'X-men go' Scott threw the first ball.

In theory Clark should have had an easy time. His speed had allowed him to dodge a bullet in the past. Meaning that in a matter of one to three milliseconds he had noticed the bullet and dodged it.

So dodging a barrage of dodge balls was easy.

Only it was more complicated than just dodging. He had to do so within a limited area, which meant he could not maintain speed. The design of the field forced him to use short burst of speed, unless he wanted to plow through the walls.

This meant he was constantly dropping back to normal speed. Against opponents that were not only throwing large red rubber balls. Scott and Evan were mixing the occasional spike or concussive blast among the barrage. Kurt kept teleporting all over the place, while Kitty phased up through the ground like a cruelly cheerful wack-a-mole. Just so they could attack from unexpected angles.

To say nothing of Jean who was clearly telepathically coordinating it all. Alongside using her telekinesis to trip him, make abrupt changes in direction for incoming dodge balls and recover already dodged balls to attack his blind spots.

Yet as furious and well coordinated as their attacks were, eventually they each grew tired. Kitty was the first to bow out, followed shortly by Kurt. Ten minutes later Evan finally conceded defeat. Leaving Scott, who was growing more exhausted with every minute and Jean who grew more incensed with each passing moment.

Much to Clark's increasing amusement.

Dodge.

Dodge.

Dodge.

Dodge.

Dodge.

Dodge.

Dodge.

"Stop moving already!" Jean shouted in frustration as she telekinetically hurled another ball at him.

Dodge.

"Now why would I do that? The whole point of this is for me to dodge the balls." Clark said with a grin, unable to help it.

"No, the point is for us to hit you!" Jean shouted, her eyes narrowing to slits.

Clark froze in place as every single ball, rock, and discarded bone spike, began to levitate in the air. His gaze shifted from the display to Jean, and then back as Scott abandoned the field as the objects began to swirl into a telekinetic hurricane.

Ororo shouted for Jean to stop, but a second later a wall of debris hit Clark. A wall that moved far faster than Clark anticipated, catching him flat-footed. Five minutes later Clark sat up, as Ororo and Scott escorted an unsteady Jean back to the mansion. Kurt and Kitty both disappeared soon after in a puff of smoke, no doubt to get cleaned up. Registering a hand thrust at him, Clark accepted Evan's help getting up.

"Thanks."

"Hey man, no problem." Evan said as they both trailed after the others back to the mansion. "I'm surprised you didn't get out of the way though."

"Honestly? I was busy thinking 'God, I hope Jean doesn't hold a grudge'." Clark said with wry humor. "Something about girls being upset with me makes me do stupid things."

Evan laughed.

"Well lucky you're invulnerable as well as super fast." Evan said. "So can I ask? What's it like, you know, having super-speed? I mean you were going really fast all we could see was a blur..."

Clark frowned, considering how to explain it. His parents had never asked for more details about his powers than necessary, perhaps unwilling to confront the truth of just how alien Clark's biology was. Clark could not blame them he had spent a large part of his life ignoring them as well.

Besides, how could he explain even if they had asked? He had the traditional five senses, but they also had a breadth and depth that defied description. The only time he had ever tried had been at his first summer camp, during arts and crafts. Needless to say revealing that he could see colors that 'did not exist' and having the counselors point blank labeling him a 'liar' had taught Clark to stop trying.

Still, even though it was like Vahn Gogh explaining colors to a blind man, Mozart playing music for a deaf man, and Aretha Franklin trying to teach a mute how to sing, Clark tried.

"It's like...I can't fully put it into words Evan. But I think the closest I can come is that it's like, well, like moving at normal speed inside a painting. The faster I move the more the 'painting' smears, with everything slowly becoming just an indistinct mass of colors. But its more than that...it's...when I'm moving, it can be in utter silence...and I'm heavier...and it just, so much to process. Yet somehow I know exactly where I am, where everyone else is, what they're doing and saying...all at once."

"Insane." Evan said with a low whistle. "Is it like that for you all the time?"

"No. If it was I'm not sure how I'd handle that." Clark said, shaking his head. "Sometimes going from normal speed to super speed or back can mess with my head."

"Huh, never thought of that..." Evan muttered, looking far more thoughtful than Clark expected.

* * *

 _Smallville, Ks. - Doctor Steven Hamilton's Laboratory/Barn..._

:

:

Pete Ross awoke to pain.

For a moment, he remained unaware of anything else other than his spinning head, stiff neck and the trembling running through the muscles of his back and arms. Still the pain ebbed and Pete became aware of the blood that had congealed on the side of his face. A dazed part of him wondered what happened, but his thoughts skittered away from him.

But this blissful daze did not last long and it all came back to him. From the confrontation with Hamilton in his shed, to waking the first time in this lab and the way Hamilton's frustration exploded into violence at Pete's refusal to betray Clark.

Over and over, each time worse than the last.

His thoughts began to skitter away again and Pete's gaze wandered around the barn turned lab. Lock his gaze on a clock his thoughts solidified and wondered how long he had been there. Three days? Four? Had his mom and dad noticed him being gone yet? Chloe must have noticed at least, and she would leave no stone unturned.

The faint noise of someone just out of his line of sight made him tense, and he tried to crane his head around to see them.

"Hamilton?" Pete croaked, hating how weak he sounded.

Minutes passed before a pale, shaking, and sweating Steven Hamilton stepped into view.

"You're awake again. Good."

Pete stayed silent, glaring at the deranged man.

"The spaceship, I need to know!" Hamilton shouted voice tinged with desperation. When Pete said nothing, he lunged forward seizing him by the jaw. "Tell me what you did with it!?"

"I told you, there wasn't a ship, I just helped -"

The backhand was sudden and prompted Pete's world to explode into a starburst of pain. Panting Pete slumped in his bindings, sending fresh waves of pain through his back and arms. Hamilton had resumed pacing, and Pete wondered how much longer he could hold out.

A small, traitorous part of him wondered if it would be so bad to tell Hamilton what he wanted to know. Clark would not want him to endure this torture just to keep his secret after all. He would not even need to tell Hamilton about Clark or what he had actually done with the ship...

Pete furiously stomped on those thoughts. No. He was not going to betray Clark like that. Plus he was not going to give his deranged bastard the satisfaction.

"You think things can't any worse, don't you?" Hamilton asked voice deceptively soft. "But you're wrong. They don't even have a name for what's killing me, so I don't care what I have to do to find that ship."

"You're dying?"

"Yes. But not before I prove I am not some sideshow freak, a quack doctor who sells meteor rocks on the side of the road!"

Hamilton took a shaky breath and began pacing, before he stopped and stared at Pete.

"And if you don't tell me what I want to know." Hamilton said, stepping in close and wiping a sweaty hand across his forehead. "Then you're dying too."

Pete's breath caught in his throat.

With mounting despair, Pete watched as the man approached a table. As Hamilton picked up a syringe a violent seizure seized him. The man made an instinctive grasp for the table, sending vials and other equipment crashing to the ground.

Watching as the seizure racked Hamilton, Pete experienced a burst of hope. But the longer it went on, seeming to grow ever more violent, that hope became grim sympathy. Finally the seizure seemed to pass, leaving Hamilton clutching the table, gasping for breath.

"A-are you ok?" Pete asked at last, against his better judgment.

"Fine, I'm fine..." Hamilton said between heavy breaths, before turning to glare at Pete. "If you had just told me...I didn't want to have to...but you wouldn't tell me, so I have to..."

"Have to what?" Pete asked, dread settling over him.

"Do you know the cause of my seizures? It's due to a rapid proliferation of lesions within my cortex due to extended exposure to radioactive material." Hamilton explained in a clinical tone as he filled the syringe with a glowing green liquid. "The result of these lesions is that my neurons are firing in an excessively abnormal manner. This results in not only my painful seizures, but intense headaches which will culminate in a lethal brain hemorrhage."

Pete could only gap in horror.

"Basically," Hamilton said holding the syringe up as he turned to Pete. "My brain is killing me because of my prolonged exposure to the meteor rocks. The dosage I'm about to give you? It's going to make my tremors look like a mild twitch."

"You don't have to do this!"

"Yes. I. Do!" Hamilton shouted, closing the distance between them, syringe coming dangerously close to Pete's throat. "You won't tell me what I need to know, so I don't have a choice!"

Pete had the sudden urge to swallow, but he did not dare. The small traitorous part of him came roaring back with a vengeance. After another tense moment Hamilton drew the syringe back.

"This is your last chance to say something."

"Fine. Ok." Pete croaked, holding Hamilton's fevered gaze. "Take that needle and stick it wherever the hell you want." Pete finished with a roar of defiance. "Because I'm not telling you a damn thing!"

Hamilton's expectant face collapsed, before his eyes narrowed and his expression turned murderous.

But before he could fulfill his promise of death, a small canister bounced across the floor. Both of them followed the canister until it came to a rest alongside Hamilton. For a single moment there was silence and then a high-pitched squeal filled the air.

At the noise Pete instinctively clenched his eyes shut, for all the good it did. The flare of light that came an instant later was still near blinding. It wasn't until he heard the sound of a door busting open that he opened his eyes.

Not that it did him any good as the world was nothing but a blur.

"Έχω το αγόρι."

"Καλό. Θα ασχοληθεί με τα τρελά."

A second later he heard the two moving in opposite directions. He began blinking furiously as he felt a feminine figure propping him up as she cut his hands free. After a few minutes he could make out his surroundings and turned to face his rescuer.

He stared up at the statuesque African-American woman and grinned. "Can I have your kids?"

The woman's lips twitched as she held up a small device and sprayed him in the face knocking him out.

* * *

 _Smallville, Ks. - Luthor Mansion..._

:

:

"There was nothing there."

"Don't sound so disappointed, dad." Lex said without looking up from the folder on his desk.

The whole mess with Hamilton had frayed Lex's already stressed nerves. It was bad enough he had nearly gotten Pete killed, but Lex had almost ruined his struggling company. Never mind the public relations nightmare that would have ultimately ruined his company. He could have opened both himself and his company to lawsuits.

It was a miracle that he had already obscured his true connection with the disgraced scientist.

"How can I not be?" Lionel asked, bouncing his cell phone idly on the armrest of his lounge chair. "The good doctor was so certain that he had something..."

"You spoke with him?" Lex asked, looking up from his file in surprise.

"Why are you so surprised?" Lionel asked. "You fired him, it's only natural he would seek out another source of employment."

"Not sure why I was surprised either." Lex said, conceding the point as it made a certain amount of sense. Lex also suspected that Lionel's demand was what finally pushed him over the edge. Either way he would ensure that none of Hamilton's research 'wandered' into his father's grasp.

"It's sad, really. I read his theories as you know, and he was so certain of it all. For a man to die with nothing to show for his life other than failure..."

"I wouldn't say he failed." Lex said. "Hamilton's theories were the ravings of a mad man. To say nothing of this nonsense about a spaceship. But he did achieve one thing."

"Oh? What exactly did he achieve then Lex?"

Lex smirked and closed the file on his desk.

"You'll hear soon enough. So, now that your curiosity is sated, what will you do to occupy your time while in Smallville?"

"Hm, I think it best I head back to Metropolis actually." Lionel said. "As much as I want to continue to spend more quality time with my only son, the job of a CEO is never done. A lesson I'm sure you will learn soon enough Lex."

"I'm sure." Lex said, but frowned at the news. "Well, I suppose we can have an excellent dinner then before you depart in the morning."

"Sounds wonderful." Lionel said before struggling to his feet and made his way out of the office, his cane 'tap-tap-tapping' the way.

Lex stared after him in silence and when the door closed, continued to stare after him. His mind however, was trying to figure out what his father had planned. Such an abrupt change did not fit Lionel Luthor. Could Lionel's contacts have found something in the evidence the Smallville sheriff's department had seized?

If they had, and even if they had not, Lex knew that whatever prompted this was not good. For neither him, nor Lexcorp.

"Well, that wasn't suspicious at all." Mercy said, breaking his train of thought as she entered from a side room.

"Well?"

"It's official. Your connection to Doctor Hamilton is incidental." Mercy said. "So that's one crisis averted. Oh and the Honorable Mrs. Ross asked me to pass on her gratitude for our involvement in rescuing her son."

"Mmm...Do we still not know why she tried to downplay this?"

"Not yet, but most likely? Her marriage is failing and she wants custody." Mercy said, shrugging. "Speaking of Pete Ross...he suffered a lot of damage before we found him. Broken ribs, cracked orbital bone, dislocated wrist's, bruising, disjointed shoulders not to mention tears in the muscles in his arms and back."

Lex slammed his fist onto the top of his desk and stood. They had managed to salvage the situation, but it should have never happened in the first place. Lex had been too focused on the end results, which had blinded him to the fact that Hamilton had not been stable, even before his meteorite infection.

"On the bright side, Hope assures me that he'll pull through. After all, he's apparently going to have her children."

Lex blinked, processed what she had just told him, and then blinked again. And then they both laughed. As it tapered off, Lex sat back down and sighed.

"We managed to dodge a bullet here Mercy. Something that I would like to avoid in the future. Have St. John make arrangements for a psych profile for all CADMUS employees and a new round of background checks for both Lexcorp and CADMUS."

"Consider it done. I'll also have Hope tighten security and run a security check on our computers."

"Excellent." Lex said, pausing as he picked up his drink. "Oh, and please let the Ross family know that if they need help with the medical bills to let me know."

"Of course, Mister Luthor. Will there be anything else for the evening?"

"Contact the head of human resources we're going to need to go on a recruitment drive."

"Why's that?"

"Because we're going to clean up Smallville." Lex said, taking a sip of his scotch before giving her with a sly grin. "One Meteor rock at a time."

* * *

 **Author Notes:**

Clark's Power Output: In 'Superman: Unchained' (which I enjoyed) they finally gave us a 'definitive' number in regards to Clark's abilities. In regards to the 'villain' of the story named Wraith Batman rattles off that Superman's maximum output was at 140 gigawatts while Wraith's was a 160 gigawatts. Those are stupidly high levels of energy, but they fit the characters. It also helps writers to come up with their own numbers in relation to Clark's age. So if at at 25-30 Clark is pulling in 140 gigawatts, then at 16-17 his numbers would be equally impressive but also lower.

Clark's Abilities: One of the biggest issues with Superman is where does his powers come from? Physicists have written papers on this. Writers have used the simple answer of 'Solar Power' also known as . Yet he's also been shown to be immune to various types of radiation. Personally this answer has always been an issue, and after reading the various papers, I decided that Superman had to be absorbing more than *just* solar radiation. After some research I settled on using the real world science of a 'Black body' to explain his power's.

 **::EDIT 1/19/17::**

Was reminded by a friend about a scene in this chapter (involving Evan in class). I had intended to cut it from this chapter and move it to a later one, but forgot to do so when I upload this. Anyway, no other changes to the chapter was made.


	9. Episode 8: Duplicity - Pt 3

:  
: **  
Smallville: X-men  
** _Episode 8: Duplicity [pt 3.]  
_ by Geor-sama

* * *

 _Bayville, NY. -_ _Bayville Mall..._

:  
:

There were few things more satisfying, at least in Emma's esteemed opinion, than the hunt. Be it a hunt for clothes, or jewelry, or even a boy. Especially a hunt that involved things that her money and influence could not attain.

Sadly this was none of those things.

Emma simply was not in the right frame of mind to enjoy spending a small fortune. Heaving a sigh, Emma conceded defeat. Spotting a random girl she handed her bounty over without breaking stride. Once the surprise wore off the bewildered girl squealed in delight, and Emma smirked.

Still, her vindictive enjoyment of wasting her parent's money was short lived. Mystique had been whispering in Magneto's ears lately. Resulting in added pressure upon Emma. It was not the first time Mystique had struck her from an oblique angle, nor the worst example.

It was, though, the straw that broke the camel's back. It also helped that for the first time Mystique had a legitimate opening to exploit - her daughter, Rogue. Emma had been amusing herself by subtly encouraging Rogue's rebellious streak and doubt. But now she was going to be taking a far more proactive approach. That, plus Mystique's own arrogance, would have Rogue racing to join the X-men.

Unfortunately Mystique's humiliation would not change anything. Emma would still have to gather intelligence on the Institute. This meant increasing the risk of exposing herself to Xavier and Grey.

The familiar scent of cooking greasy food interrupted her thoughts. Blinking Emma took a closer look at her surroundings. Well, since she was already in the food court, she might as well enjoy the guilty pleasure of deep fried food.

Hmm, maybe something of the fried dough variety?

Spotting a familiar petite brunette girl waiting in line, Emma grinned. Moving to stand behind Kitty Pryde, Emma plotted the most effective way to introduce herself. After some consideration, Emma decided that the direct approach would be best.

Reaching out she touched Kitty's shoulder, startling the smaller girl.

"Hi, Kitty right?"

"Uhm, hi?" Kitty said hand pressed against her chest, face filled with surprise.

"Emma Frost. I'm sure Clark's mentioned me once or twice."

"Oh!" Kitty said, eyes widening. "Hi! Wow, I like, didn't expect to meet you here."

"At the mall?" Emma asked, lifting an eyebrow.

"Uh, no, I meant...you know...at the food court. It's just..." Kitty faltered to a stop, with an awkward grin.

"So, where's everyone else?" Emma asked, taking pity on the girl.

"Ah, well, Clark went with Ms. Monroe to visit his family. Jean ran into Duncan so they disappeared once we got here. I'm not sure where Scott, Evan and Kurt got off to."

"Leaving you to fend for yourself." Emma said before grinning. "Well then, we'll have to fix that."

"Fix it?" Kitty asked.

Smiling, Emma linked her arm with Kitty's. "Oh yes. As of now, we're going to have a girl's day out."

"W-we are?"

"Oh yes." Emma said, grinning. "But first, we're going to have lunch."

"Awesome." Kitty chirped, and then realizing they were holding the line up hurried to place her order.

Emma shared the sentiment in spite of what a cursory mental probe revealed she was facing. Annoying though it was it came as no surprise that Charles Xavier had placed mental barriers. Still, it was going to take a lot of effort to work around them without revealing her presence.

But before she could do that, Emma needed a better understanding of the mental blocks. She doubt there would be anything dangerous, at least not to Kitty, but still better safe than sorry. After all, even passive defenses could hold nasty surprises for the unwary.

The best way to get a feel for their limits would be to start by gathering innocent information. The best way to do this with Kitty, Emma knew, was to bring up the topic of boys. Which is what she did once they were both seated, with trays of their chosen guilty pleasures.

"So, I have to ask, what's this I hear about you and Lance?"

Kitty gave her an owlish look, before blushing as she ducked her head. "M-me and Lance?"

"Mhmm."

"There's nothing, you know...with us." Kitty said tone pensive. "I mean, like, it's not that I don't y'know, like him...but there's no way he'd be interested in me."

Emma gave the girl an indulgent smile, monitoring her thoughts. So far they had been saccharine sweet, and naive, but genuine. More importantly so far none of them had tripped those mental barriers.

Still she needed to keep Kitty talking.

"Oh, I don't know about that." Emma said, and noting the girl's surprise, continued. "I've seen him giving you looks."

Kitty's head snapped up at that. "R-really?"

"Really." Emma said. "I don't go for the bad boy's, still, I get the charm such as it is."

"Thanks." Kitty said in a shy tone. "None of my friends like him, I mean he didn't make a great first impression you know?"

"So what?" Emma asked, and at Kitty's surprise, rolled her eyes. "As long as you're happy does it matter what they think of him?"

"Well...I guess not?"

"Exactly." Emma said. "They might be your friends and want what's best for you. But they can't know what makes you happy, only you can."

Kitty nodded, her face drawn into a look of consideration. This suited Emma fine, as it gave her a chance to study mental barriers without interruption. Seeing that they remained inactive, Emma decided it safe to probe deeper. She also made a mental note to ensure that Lance's attraction to Kitty got a boost.

After all Emma was not completely insensitive to other's feelings. Plus, it was hard to miss that Kitty was on the way to considering Emma a friend - a feeling Emma had no problem encouraging.

"Now, let's finish eating and we'll see how hard we can make my father's accountants cry."

* * *

 _Smallville, KS -_ _The Talon..._

:

:

The Talon.

The name almost seemed antagonistic to Ororo, and yet also fitting. Especially as 'The Talon', like the kahwas in Egypt, seemed to serve as a community hub. Still, the sphinxes and hieroglyphics decorating the interior were a bit much.

But the intention behind the design choices tempered Ororo's outlook.

"So, what do you think?"

Ororo blinked, coming out of her thoughts as the young barista/owner set their orders before them. Noting the eager look on Lana's face, Ororo graced her with a smile. The girl had been pleasant, and when she had learned that Ororo had lived in Egypt, eager for her opinion.

"It's very charming, Ms. Lang. It reminds me of Cairo, a place that while I was not born there, I have fond memories of." Ororo said, sharing a look with a grinning Martha. "I must say I'm very impressed by the effort you have put into it."

"Thanks." Lana said happy. "It's a lot of work, but it's worth it. This place has a lot of history and for it to disappear... well I couldn't stand by and let that happen."

"From what Martha's told me, you've seemed to have succeeded. Though I have to admit, for such a popular business I expected it to be more active."

"Well, even though we have the Lexcorp Plant, this is still a farming community." Martha said. "Most of the kids are still doing their chores."

"Exactly, but it'll start filling up soon enough." Lana said, nodding. "But to be honest, I don't mind it being slow. It's when I get most of my paperwork done, not to mention my homework."

The door chime announced a new customer and with an apologetic smile, Lana left them alone. Not that this was an issue, as Ororo and Martha still had their delicious beverages and pasties.

"She has a great deal of passion for this place." Ororo said after a moment, taking a sip of her hot drink.

"Well, it's where her parents met and fell in love, so it's a tangible thread to them." Martha said. "Ever since they died during the meteor shower, she's clung to anything that reminded her of them."

Ororo made a noise of understanding, but fell silent. It was an unexpected reminder of her past, and painful memories were stirring. But she had a lifetime dealing with them and before long they had settled once more.

"Are you ok?" Martha asked.

"Of course. It was just hearing about Lana's loss stirred old memories."

"Oh."

"It's an old loss Martha." Ororo said, meeting her friends gaze. "I've had a good life, as have you I wager."

"Well, I don't want to brag." Martha said, laughing.

"I'll be honest given the way you were in school I wasn't sure how you would handle living on a farm."

"It's been hard, don't think it hasn't. Jon and I come from very different worlds, so it took some getting used to, and the fact we couldn't have children..." Martha trailed off for a moment, before continuing. "But like Jonathan said when he proposed, we might not be the Rockefeller's, but we'll always have love."

Ororo smiled, warmed by the love so obvious in Martha's tone.

"So tell me, how's Clark doing?" Martha asked, clearly shifting topics to something lighter.

"He's doing well." Ororo said, appreciating the effort. "He's opening up to the other students, slow but sure. As for his school work, he's excelling...oh, and apparently he is being pursued by a girl."

"Oh my, I'll have to talk to him about that."

They both had a good laugh over that, before Ororo continued.

"I have to be honest, I wasn't certain what to expect after you revealed the circumstances around Clark. It is hard to raise a child, even at the best of times...but as I've gotten to know Clark, I have to admit you've done an excellent job."

"Thank you, but sometimes ...When it became clear that Clark had gifts, we had no clue how to handle it." Martha said with a pensive look. "When I look back on it, I regret that we had to make him grow up so fast. There's so much of childhood that he had to miss out on."

"Yes, but there was no other choice. Besides, he had the important things I'm sure."

Martha looked doubtful.

Ororo frowned, and checked their surroundings. Satisfied with their current privacy, Ororo continued in a lower tone.

"Martha, while I have not spoken much of my early life, I'm sure you've pieced enough together to realize it was not always pleasant." Ororo said, and at Martha's nod, continued. "What you may not realize is the effect that it had upon me. After - after I lost my family, and crawled my way out of the rubble, I found myself in a city that was most often not kind. There was kindness, but it was rare...perhaps, it would not have been so bad if not for my appearance."

"What?"

"Discrimination is not isolated to one country or group of people." Ororo said, patiently. "Many Egyptians have a low opinion of other African nations. I was an orphan child with a Kenyan name, natural white hair, and blue eyes. As you can guess, even after I found safety with a gang of street urchins, it left an impression. I was afraid, and angry, and... I grew hard."

Ororo stopped, allowing Martha time to adjust to what had she had heard so far. She also used the momentary pause to check their surroundings once more. Seeing no threat to the privacy of their quiet conversation, Ororo took a sip of her now tepid coffee.

After another minute or so, she gathered her resolve and continued.

"Eventually I was drawn south, back to the land of my mother. I learned of my powers...in a most traumatic way. But when I arrived among my people, when I came into the care of Ainet, I accepted the truth."

"Which is what?"

"That I was special. More than that, I was important. The elements marshaled their infinite might at **My** command. I was _the voice of nature **herself**_. I was The Wind-rider, Goddess of Storms." Ororo paused, giving a shocked Martha a rueful smile. "I'm not, of course, an actual goddess. I know that now. But at the time, tell me how do you think a child who experienced discrimination and loss would react?"

"I'm not sure I want to." Martha whispered.

Ororo could see the disquiet in her friend's gaze and it stirred old shame. Still, she continued, for the sake of making her point clear.

"In those early days, when a few of the more heinous challenged me, they tasted the depths of my wraith.

"Did you-?"

"Kill them? No. But there is much you can live through." Ororo said. "For the most part, for all the pride and rage I possessed, I remained...a benign goddess. I thank the Goddess every day for Ainet, she was the one that healed me of my wounds. Kept me from returning to Cairo, back to all those who had hurt me and showing them **My Wraith**."

Ororo paused, then after a moment of heavy silence, she met and held Martha's gaze once more.

"I had all of those missing childhood moments that he does not, so when I say that Clark's maturity is a blessing Martha, believe me. It is the greatest gift you could have ever given him. One far greater than you or the world will ever realize."

* * *

 _Smallville, KS -_ _Ross Residence..._

 _:  
:_

The drive to Pete's took longer than expected. Of course that was because the farm truck broke down twice. Most of the time when it happened, Clark found it annoying, but not today.

Which, considering why he was heading to see Pete, was understandable.

Still, that relief faded as Clark pulled into the yard of the Ross family farm. A few minutes later, he parked the truck beneath an old elm and sat there staring at the house. A house that had become a second home for him over the years.

Everywhere he looked a vivid memory tugged at him. The laughter as they helped paint the house. The fresh smell of hay and a shrill scream as Kathy Ross, the only girl, broke her leg while playing in the barns hayloft. A lingering a fondness for mint after Kathy cornered him in the same barn during a sleepover and they shared a shy kiss.

Letting out a sigh Clark climbed out of the truck, casting one last fond gaze at the barn before crossing the yard. The porch creaked under him as he mounted the steps, almost as if groaning under the weight of his secrets. A polite knock, a habit the Ross's had never been able to get him to drop, got no response.

As did his three follow up knocks, which only served to make Clark frown. He considered trying the door, when it finally opened. He had enough time to recognize Kathy Ross before she pulled him into a tight hug.

"Clark?!"

"Kathy!" Clark said, smiling despite himself as they separated.

Kathy looked the same as when she left for college. Slender, with a beautiful oval face, full lips and dimpled smile. The biggest difference was her hair - now cut short and sporting blue highlights.

"Good lord, I go away and you decide to sprout like an oak!" Kathy said, giving him a once over. "I heard you were off at some fancy school."

"I am, the Xavier's Institute."

"I always knew you had the brains." Kathy said, teasing.

"And you got the looks." Clark said, earning a ghost of a smile before she ushered him inside.

As they settled into the living room, silence hung heavy over them. Close as they were, this situation was verging on awkward. After a few more minutes of fidgeting, Clark broke the silence.

"So, is his medication still making him...loopy?"

Kathy laughed. "Thankfully, no. After our last conversation about how he would have made a better Elvis than Elvis...I got them to cut the dosage."

"I...I'm not sure that wasn't him being serious." Clark said after a moment.

"I know. But better safe than sorry." Kathy said, before her humor faded. "I still can't believe it, you know? I mean, in Sunnydale you hear about it all the time. But this is Smallville!"

Clark made a noise of agreement, unsure of how to respond. Did he tell her about Lana's kidnapping, or Jean's? No, they would do nothing to reassure her.

Instead he changed the subject.

"So where is everyone?"

"Mike and Mark are finishing up at Uncle Dale's farm. So they'll turn up soon enough. As for mom and dad, they went with Uncle Dale to pick Sam up in Metropolis."

"I'm sorry did you say they went to pick up Sam?"

Kathy nodded.

Clark whistled and shook his head. Four years ago Pete's oldest brother Sam had left town after an ugly fight with his parents. Nobody had heard from him since - a lot of people had doubted he was still alive.

"Oh it gets better." Kathy said her smile more a grimace. "Turns out he not only changed his name after leaving, but he enlisted as well."

"Really?" Clark asked.

"Yup." Kathy drawled. "He goes by Samuel Thomas Wilson now. At least he kept his first name."

Clark could only shake his head.

"You can imagine the conversation my parents had." Kathy said, her voice dripping with disgust.

Clark could and grimaced in response. He understood arguments were inevitable in any long term relationship. But 'conversations' between Bill and Abigail were better described as battle royals. They were so vicious in fact, that it often amazed Clark they had yet to try and kill each other.

It also spoke volumes in regards to Pete and his siblings being so well adjusted.

Shaking his head, Clark decided to change the subject before the mood grew to dark. Casting around for something he came up blank, before noticing a text book. Perfect.

"So, how are you enjoying Crestwood?"

Kathy gave him a baleful look before she let her head drop back against the headrest of her recliner.

"That bad?" Clark asked.

"Ugh! I have never studied so hard in my life. After classes I'm fried for the rest of the day. It's insane. More than few of the other students have dropped out or transferred."

"Wow, I knew it was top rate college but that's..."

"Trust me, I know." Kathy sighed. "I swear if it wasn't for the epic parties I'd totally transfer to someplace easier."

Clark chuckled at that.

"Well, enough lollygagging Clark." Kathy said, lifting her head. "Go see Pete. We can talk later."

"Yeah, I guess you're right." Clark said, and sighing made his way upstairs.

The door to Pete's room was already open, denying Clark the chance to chicken out. It also revealed an oblivious Pete enthusiastically nodding along to a song one his iPod. At least that's what he was doing until he noticed Clark, and yanked the ear buds from his ears.

"Clark!"

Clark managed to give his sheepish friend a smile before entering the room. Closing the door behind him, Clark moved a pile of old clothes from the room's desk chair and took a seat. Neither teen said a word for several long moments, both occupied by other things in the room.

"So," Clark said at last, staring at the space just above Pete's head. "Kathy said they dialed back your meds?"

"Yeah. I'm still not feeling any pain, but I'm not seeing purple polka dotted elephants or anything."

Clark chuckled at the joke before sighing, lowering his gaze to his hands. "Pete, about what...I'm sor-"

"No." Pete said his voice sharp. When Clark jerked his head up to stare at him, he found Pete giving him an even harder look.

"But, I mean..."

"No." After a moment Pete sighed. "You know, I didn't really understand what you meant before. You know, about how dangerous knowing your secret could be. I thought I did..."

"Pete-"

"Did you know that Hamilton wasn't always crazy?" Pete said, talking over Clark. "Chloe investigated him after, well after what happened. He used to work for NASA, studied the first moon rocks if you can believe it. He was the top of his field. Turns out when the meteors hit Smallville he was part of the tem that backtracked them. He even taught at Metropolis University."

"I didn't know that."

"Me either." Pete said. "Anyway, the reason he was in Smallville? It was to try and rebuild his reputation. Turns out he got caught involved with a student and things...spiraled. The University fired him, he couldn't get work anywhere else...and then his family cut contact with him. Heck, the girl he had been dating ended up dumping him."

Clark made a noise of understanding, but waited, seeing where Pete would take this.

"So, he comes here to try and rebuild his reputation, only nothing works out the way he thought it would. In the end he ended up going full on loony toons obsessed with those meteor rocks." Pete said, then paused as his hands clenched into fists. "After I learned all that, I finally understood what you meant. Clark, if a man like Hamilton would go this far over a rumor...then how far would someone like Lionel Luthor go if he found real evidence? Or someone even worse?"

Clark said nothing, because there was nothing to say. This had been a taste of one of Clark's most frequent fears, that those he cared about would get hurt because of him. Clark knew he had no control over the arrival of the meteors, but he still brought them here, accident or not. Worse what had happened to Pete had little to do with the rocks themselves, but instead Clark's ship.

He wanted to apologize to Pete, but one glance at his oldest friends face told him it would not go over well.

"But you know what really scares me Clark?" Pete asked, his voice dropping low along with his gaze. "What if I didn't know?"

"What?" Clark asked, confused.

"I mean, what if I didn't know your secret?" Pete said, voice growing firmer. "I would have brought that ship here. He would have found it, or if he didn't I would have went to the media with it, because I wanted to be famous. Hell, even knowing, you don't know how close I came to telling him..."

"Pete-"

"Don't. This wasn't your fault. Hamilton was crazy, he killed a man and tortured me over a _rumor_." Pete said, glaring at him. "I mean, it was true, but he had no damn way of knowing that for sure."

"Ok." Clark said at last, studying Pete. "So what are you trying to say?"

"I'm saying that, dangerous as it, I'm glad I know about you. That you told me. Because as much as I don't want to experience this kind of pain again, I would if it meant protecting you." Pete paused, lowering his gaze once more, focusing on the comforter on his bed. "But the thing is Clark, as close as I came to betraying you, even knowing...I'm not sure you can trust me."

"But you didn't tell him." Clark said, tone firm. When Pete looked up, Clark held his gaze. "I trust you with my life, Pete. That's never going to change. Ever."

* * *

 _Bayville, NY. -_ _Bayville Mall..._

:

:

"So, tell me again why I have to carry your bags?"

"Because you're my boyfriend and it's part of your job description." Jean said, with a mock frown.

Duncan grumbled in good-natured suffering and Jean leaned over, planting a kiss on his cheek. The simple gesture improved his mood and Jean grinned. It always pleased her to see the appreciation that such a simple gesture garnered.

"Hey, you mentioned wanting to see 'I am Number 4' right?" Duncan said.

Jean paused, turning back to where he stood in front of the mall theater, staring at a poster. Jean considered the movie in silence. It had been development hell (Scott's words) for years and he had been eager to go see it with her. Part of her did want to go with Scott, but being with Duncan in a dark theater had its own merits.

"Or how about we see Jupiter Ascending?" Jean offered at last, loyalty to Scott winning out.

"Really?" Duncan asked, giving the poster a dubious look.

"Mhm. It's supposed to be like a cross between Cinderella and Star Wars." Jean said, saddling up to him. "So romance for me, and action for you. Besides if it's that bad, there are other ways to pass the time in a dark theater."

"Hmm, you make a good argument." Duncan said.

"So, what time does it start?" Jean asked, shifting their attention back to the poster.

"It starts at seven." Duncan said, checking his phone. "It's five-thirty now, are you sure you want to wait that long?"

"It's perfect. Plenty of time for more shopping!" Jean said, nudging Duncan's shoulder when his shoulders slumped. "Oh come on, all those muscles and you're complaining about carrying bags?"

"Nah, not real-" Duncan said, only for a shriek to interrupt him.

A shriek followed by peals of laughter.

Turning, Jean had no trouble zeroing in on the group of rough looking boys and two familiar looking girls. One of whom was sitting on the railing. Why did it not surprise her to find Regina George and her friend Eva Patel at the center of a crowd?

Regina George, the one perch on the railing, was a plain looking girl, with a perpetual tan, and always in trouble. Her friend, Eva Patel was tall, and had the long-lean build befitting her position as Captain of the swim team. The two could not be more different, and yet they were the best of friends.

"Huh, I think that's Zeke and his buddies..." Duncan said, frowning. "Even for Reggie, that's pretty dangerous."

"Zeke?" Jean asked, giving her boyfriend a curious look.

"Zeke Tyler." Duncan said pointing out the tall, dark haired boy dressed in a baggy long-sleeved shirt and jeans. "He's a punk from Centre Island. Think Alvers, but actually dangerous."

Jean grimaced.

"His friends are all just as bad." Duncan said, as Regina flicked her frosted blonde hair aside and giggled.

"Wonderful." Jean muttered, torn on trying to intervene or not. There was no love loss between her and Regina, but Jean did like Eva. That was when she noticed the two boys with Eva had positioned themselves to cut her off from Regina. Duncan seemed to have noticed as well, because he handed her the bag's he was carrying.

"Duncan?"

"I'm going to go see if I can't help them out."

"Be careful."

"Don't worry." Duncan said before planting a quick kiss to her cheek.

Then, as he started forward, Zeke and his friends decided to take things up a notch. The two boys talking with a reluctant Eva grabbed her arms. At the same moment, as if they had been rehearsing it for months, Zeke and his buddy dangled Regina over the railing.

Regina's scream of terror was more blood curdling than any horror movie. Jean's breath caught in her chest, eyes widening. Duncan had frozen in place and Eva burst into hysterics.

Then Zeke and his friends started laughing like hyenas, and everyone started to move.

Duncan broke into a full charge, lowering his shoulder as he aimed at the boys holding Eva. Other bystander's moved toward Zeke and his friend. Meanwhile, shock gave way to fury and telekinesis surging, Jean lifted her hand.

And then, things changed.

In the space of a minute Duncan went from mid-charge to taking his target down hard. Simultaneously, Zeke and his friend were now crumpling into heaps, clutching their crotches. Yet the most significant change was the fact that Eva and Regina were now huddled together in front of a store. Then, in the heart beat before unleashing her power, Jean yanked her hand down and suppressed her surging telekinesis.

The only boy still standing took in the situation and decided to run.

Duncan got back to his feet and looked as bewildered as Jean felt. Taking in the scene before her, she tried to process what had happened. It was as if the world had skipped ahead, but that did not explain Zeke and his friend, nor Eva and Regina. It had to be a mutant power, but for the life of her Jean could not fathom what kind.

At least until her phone buzzed with a text. She checked it, confirming it was from Professor Xavier, but then paled. Because the clock had jumped from five-thirty five to five fifty-five.

 _The new mutant could manipulate time._

* * *

 **Author Notes:**

Wow, this took a long time to write. There are a lot of reasons of course, life being one. Another being that this was just a mind-numbing chapter, one that I re-wrote several times. My original idea for this chapter involved Ororo being kidnapped, thankfully I realized how often that's cropped up and decided not to go that route. Then of course I got distracted by side-projects that tie into this series...at least until I lost the majority of my notes.

So yeah, sorry.

Anyway, a few housekeeping notes below...

1) One thing that has always puzzled me about the Marvel and DC Universes is the fact that prior to superheroes showing up, nobody seems to have ever made movies (or any entertainment) in the science fiction and fantasy genre.

Or maybe they have and I never noticed?

I know Smallville (TV show) had an in series comic book series about 'Warrior Angel'. But other than that, nothing else comes to mind. Anyway, I'll probably add other little touches as I go…and I'll go ahead and be up front 'Invincible' is a comic book series in this universe.

2) Regarding Duncan Matthews, a lot of stories tend to portray him as a stereotypical bully/bigot. But in the show, what little we saw of him, he was shown as a typical high school jock: Large ego, annoyed that some other guy is constantly sniffing around his girl, and when Jean's ousted as a mutant he keep dating her (with the selfish interest of using her telepathy to help him cheat in school...which is a surprisingly realistic idea when you find out your friend/girlfriend has telepathy). It's not until Jean dumps him, that he turns bitter and anti-mutant.

Anyway, so that's what I'm trying to show him as.

Also, that portrayal makes Jean look really, really dumb. Even leaving aside her telepathy (which sometimes slips), Jean is not stupid or blind. If he was really that one dimensional of a bully she'd have noticed and dropped him a long time ago.

3) Ororo's back-story, or more specifically her hints of the prejudice she experienced. When I was working on this scene I did some research to see factors that could/would have affected an orphan in Cairo. During this search (the search term I used was 'Kenyan problems in Egypt) I found an article by Sunni M. Khalid titled 'Race and Racism Divide Egypt'. It details the prejudice that is present within Egypt toward non-Egyptian Africans, especially those from the south of the Sahara.

So I did some digging to see how it held up, and found a few forums defending/supporting the information in the form of personal stories. There were a few that tried to object to it, but they were a minority. Still, I did another quick search and turned up 'The Reality of Racism in Egypt' by Valentitina Primo, along with a bunch of other articles in the same vein.

After that I decided to work it into her story. That being said, I don't live in Egypt, so I'm pretty much trusting these articles. I do recommend you read the articles though.

5) Concerning Sunnydale, CA.

Yes exists in this universe. It replaces Santa Barbara, CA.

As a matter of fact while we're talking about locations, since I don't think I've discussed this, let me clear something's up.

Metropolis, within the Smallville Canon (and some early comic books) is located in Kansas. I believe it generally replaces Topeka. However, the more common portrayal has Metropolis somewhere on the East Cost, most often replacing New York City.

After a lot of thought I decided to go the East Coast route, and while tempting, I decided not to replace N.Y.C. with Metropolis. Instead Metropolis is taking the place of Deale, MD. on the Left side of the Chesapeake Bay. Sorry to anyone that live there.

I also considered where to place Gotham, part of me thought about trying to keep in line with the DCEU and placing Gotham opposite of Metropolis (meaning it would replace Easton, MD.) but decided against that. Instead Gotham is taking the place of Chicago, IL. as per the DCO map.

I guess, since I'm talking about locations, let me go ahead an list a few other cites and their locations. On the next update I'll move this section to my main Authors Note at the beginning of the story. Anyway:

Central City MO. [Kansas City, MO.]  
Coast City CA. [San Diego, CA.]  
Dakota City MI. [Detroit, MI.]  
Fawcett City MN. [Minneapolis, MN.]  
Gotham City IL. [Chicago, IL.]  
Metropolis MD. [Deale, MD. on Chesapeake Bay]  
Middleton CO. [Ouray, CO.]  
Sunnydale CA. [Santa Barbara, CA.]

6)That scene at the end with Regina George and Eva? I was watching Clueless at the time and borrowed the set up.

Well that should be all the Author's Notes, so I hope you enjoy the chapter.

Sincerely,  
Geor-sama

* * *

Oooh, ooh...before I forget. Dan? Yeah, go suck a lemon. (If I had updated this when I first heard what he said, the language would have been a _ **lot**_ stronger) .


End file.
